UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                                   (Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                 For the fiscal year ended     DECEMBER 31, 2001
                                               -----------------

                                       OR

     [          ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                               SECURITIES EXCHANGE
                          ACT OF 1934 [NO FEE REQUIRED]

                   For the transition period from          to

                     Commission file number          0-20030
                                                     -------


          AMERICAN INCOME FUND I-D, A MASSACHUSETTS LIMITED PARTNERSHIP
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Massachusetts                                                 04-3122696
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

    88 Broad Street, Boston, MA                                        02110
   (Address of principal executive offices)                        (Zip Code)

      Registrant's telephone number, including area code     (617) 854-5800
                                                             --------------

    Securities registered pursuant to Section 12(b) of the Act          NONE
                                                                        ----

     Title of each class                        Name of each exchange on which
                                   registered


           Securities registered pursuant to Section 12(g) of the Act:

           829,521.30  Units Representing Limited Partnership Interest
           -----------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.     Yes          X          No
                                                         -

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation S-K is not contained herein, and will not be contained herein, to
the  best of registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [  ]

State  the  aggregate  market value of the voting stock held by nonaffiliates of
the  registrant.  Not  applicable.  Securities  are  nonvoting for this purpose.
Refer  to  Item  12  for  further  information.

<PAGE>

                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                                    FORM 10-K

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>



                                                  Page

PART I
<S>       <C>                                                                                    <C>
Item 1.   Business                                                                                3

Item 2.   Properties                                                                              6

Item 3.   Legal Proceedings                                                                       6

Item 4.   Submission of Matters to a Vote of Security Holders                                     8


PART II

Item 5.   Market for the Partnership's Securities and Related Security Holder Matters             9

Item 6.   Selected Financial Data                                                                11

Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations  11

Item 7A.  Quantitative and Qualitative Disclosures about Market Risks                            20

Item 8.   Financial Statements and Supplementary Data                                            20

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   43


PART III

Item 10.  Directors and Executive Officers of the Partnership                                    44

Item 11.  Executive Compensation                                                                 45

Item 12.  Security Ownership of Certain Beneficial Owners and Management                         46

Item 13.  Certain Relationships and Related Transactions                                         46


PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                        49
</TABLE>




<PAGE>
PART  I

Item  1.  Business.
-------------------

     (a)  General  Development  of  Business

AMERICAN  INCOME  FUND  I-D,  a  Massachusetts  Limited  Partnership,  (the
"Partnership")  was  organized  as a limited partnership under the Massachusetts
Uniform  Limited  Partnership  Act  (the  "Uniform Act") on May 30, 1991 for the
purpose  of  acquiring  and  leasing to third parties a diversified portfolio of
capital  equipment.  Partners'  capital  initially consisted of contributions of
$1,000  from the General Partner (AFG Leasing VI Incorporated) and $100 from the
Initial  Limited  Partner  (AFG  Assignor Corporation).  On August 30, 1991, the
Partnership  issued  829,521.30  units  of  limited  partnership  interest  (the
"Units")  to  1,234  investors.  Included  in  the 829,521.30 units are 1,572.30
bonus  units.  The  Partnership  has  one  General  Partner,  AFG  Leasing  VI
Incorporated,  a  Massachusetts  corporation  formed in 1990 and an affiliate of
Equis  Financial  Group  Limited Partnership (formerly known as American Finance
Group),  a  Massachusetts  limited  partnership  ("EFG"  or the "Manager").  The
common stock of the General Partner is owned by EFG.  The General Partner is not
required to make any other capital contributions except as may be required under
the  Uniform  Act  and  Section 6.1(b) of the Amended and Restated Agreement and
Certificate of Limited Partnership (the "Restated Agreement, as amended", or the
"Partnership  Agreement").

     (b)  Financial  Information  About  Industry  Segments

The  Partnership  is  engaged  in only one operating industry segment: financial
services.  Historically,  the  Partnership  has  acquired  capital equipment and
leased the equipment to creditworthy lessees on a full payout or operating lease
basis.  Full  payout  leases  are  those  in  which  aggregate  undiscounted
noncancellable  rents  equal  or  exceed  the  acquisition  cost  of  the leased
equipment.  Operating  leases  are  those  in  which  the aggregate undiscounted
noncancellable  rental payments are less than the acquisition cost of the leased
equipment.  Industry  segment  data  is  not  applicable.

See  "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  included  in  Item  7  herein.

     (c)  Narrative  Description  of  Business

The  Partnership  was  organized  to  acquire a diversified portfolio of capital
equipment  subject  to various full payout and operating leases and to lease the
equipment  to third parties as income-producing investments.  More specifically,
the  Partnership's  primary  investment  objectives  were  to  acquire and lease
equipment  that  would:

     1.  Generate  quarterly  cash  distributions;

     2.  Preserve  and  protect  Partnership  capital;  and

     3.  Maintain  substantial  residual  value  for  ultimate  sale.

     The  Partnership  has the additional objective of providing certain federal
income  tax  benefits.

The  Closing  Date  of  the  offering of Units of the Partnership was August 30,
1991.  Significant  operations  commenced  coincident  with  the  Partnership's
initial purchase of equipment and the associated lease commitments on August 30,
1991.  The  Restated  Agreement,  as amended, provides that the Partnership will
terminate no later than December 31, 2002. However, the Partnership is a Nominal
Defendant  in  a  Class Action Lawsuit, the outcome of which could significantly
alter  the  nature  of  the  Partnership's  organization and its future business
operations.  The  General  Partner  does not expect that the Partnership will be
dissolved  until  such  time  that  the  Class  Action  Lawsuit  is  settled  or
adjudicated.

The  Partnership  has  no  employees;  however,  it  is  managed  pursuant  to a
Management  Agreement  with  EFG  or one of its affiliates.  The Manager's role,
among  other  things,  is to (i) evaluate, select, negotiate, and consummate the
acquisition  of  equipment,  (ii) manage the leasing, re-leasing, financing, and
refinancing  of  equipment,  and  (iii)  arrange  the  resale of equipment.  The
Manager  is  compensated  for  such  services  as  provided  for in the Restated
Agreement,  as  amended.

EFG  is  a  Massachusetts limited partnership formerly known as American Finance
Group  ("AFG").  AFG  was  established  in  1988  as  a  Massachusetts  general
partnership  and  succeeded  American  Finance  Group,  Inc.,  a  Massachusetts
corporation  organized  in  1980.  EFG  and  its subsidiaries (collectively, the
"Company")  are  engaged  in  various aspects of the equipment leasing business,
including  EFG's role as Manager or Advisor to the Partnership and several other
direct-participation equipment leasing programs sponsored or co-sponsored by EFG
(the  "Other Investment Programs").  The Company arranges to broker or originate
equipment  leases,  acts  as  remarketing  agent and asset manager, and provides
leasing  support  services,  such  as  billing,  collecting, and asset tracking.

The  general  partner  of  EFG,  with  a  1%  controlling  interest,  is  Equis
Corporation,  a  Massachusetts corporation owned and controlled entirely by Gary
D.  Engle,  its  President,  Chief  Executive  Officer and sole Director.  Equis
Corporation  also  owns  a  controlling 1% general partner interest in EFG's 99%
limited  partner,  GDE  Acquisition  Limited  Partnership ("GDE LP").  Mr. Engle
established  Equis  Corporation and GDE LP in December 1994 for the sole purpose
of  acquiring  the  business  of  AFG.

In  January  1996,  the Company sold certain assets of AFG relating primarily to
the  business  of originating new leases, and the name "American Finance Group,"
and  its  acronym,  to  a  third party.  AFG changed its name to Equis Financial
Group  Limited  Partnership  after the sale was concluded.  Pursuant to terms of
the  sale agreements, EFG specifically reserved the rights to continue using the
name  American  Finance Group and its acronym in connection with the Partnership
and  the  Other Investment Programs and to continue managing all assets owned by
the  Partnership  and  the  Other  Investment  Programs.

The  Partnership's  investment in equipment is, and will continue to be, subject
to  various risks, including physical deterioration, technological obsolescence,
credit quality and defaults by lessees.  A principal business risk of owning and
leasing equipment is the possibility that aggregate lease revenues and equipment
sale  proceeds  will  be insufficient to provide an acceptable rate of return on
invested capital after payment of all debt service costs and operating expenses.
Another  risk  is  that  the credit quality of the lease may deteriorate after a
lease  is  made.  In  addition,  the  leasing industry is very competitive.  The
Partnership  is  subject  to considerable competition when re-leasing or selling
equipment  at  the  expiration of its lease terms.  The Partnership must compete
with  lease  programs  offered  directly  by  manufacturers  and other equipment
leasing  companies,  many  of  which  have  greater resources, including limited
partnerships  and  trusts organized and managed similarly to the Partnership and
including  other  EFG  sponsored  partnerships  and  trusts,  which  may seek to
re-lease  or sell equipment within their own portfolios to the same customers as
the  Partnership.  The  terrorist  attacks  on  September  11,  2001  and  the
commencement  of  hostilities  thereafter may adversely affect the Partnership's
ability to re-lease or sell equipment.  In addition, default by a lessee under a
lease  may  cause equipment to be returned to the Partnership at a time when the
General  Partner or the Manager is unable to arrange for the re-lease or sale of
such  equipment.  This  could  result  in  the  loss  of  anticipated  revenue.

Revenue  from  major individual lessees which accounted for 10% or more of lease
revenue  during the years ended December 31, 2001, 2000 and 1999 is incorporated
herein  by  reference  to  Note 2 to the financial statements included in Item 8
herein.  Refer  to  Item 14(a)(3) for lease agreements filed with the Securities
and  Exchange  Commission.

The  Partnership  holds  a note receivable from and common stock in Semele Group
Inc. ("Semele").  The note receivable is subject to a number of risks including,
Semele's  ability to make loan payments which is dependent upon the liquidity of
Semele  and  primarily  Semele's ability to sell or refinance its principal real
estate  asset  consisting of an undeveloped 274-acre parcel of land near Malibu,
California.  The  market  value of the Partnership's investment in Semele common
stock has generally declined since the Partnership's initial investment in 1997.
In  1998  and  2001,  the  General Partner determined that the decline in market
value  of  the  stock  was other-than-temporary and wrote down the Partnership's
investment.  Subsequent  to  December  31,  2001, the market value of the Semele
common  stock  has  remained relatively constant.  The market value of the stock
could  decline  in  the  future.  Gary  D.  Engle, President and Chief Executive
Officer  of  the  general  partner  of  EFG, and President and a Director of the
General  Partner, is Chairman and Chief Executive Officer of Semele and James A.
Coyne,  Executive  Vice  President  of  the  general partner of EFG, is Semele's
President and Chief Operating Officer.  Mr. Engle and Mr. Coyne are both members
of  the  Board  of  Directors  of,  and  own  significant  stock  in,  Semele.

In  connection  with  a  preliminary  settlement  agreement  for  a Class Action
Lawsuit,  the  court  permitted the Partnership to invest in any new investment,
including but not limited to new equipment or other business activities, subject
to certain limitations. On March 8, 2000, the Partnership loaned $3,050,000 to a
newly  formed  real  estate  company, Echelon Residential Holdings LLC ("Echelon
Residential  Holdings") to finance the acquisition of real estate assets by that
company.  Echelon  Residential  Holdings,  through  a  wholly  owned  subsidiary
("Echelon  Residential  LLC"),  used  the  loan  proceeds,  along  with the loan
proceeds  from  similar  loans  by  ten affiliated partnerships representing $32
million  in  the  aggregate,  to acquire various real estate assets from Echelon
International  Corporation,  an  unrelated  Florida-based  real  estate company.
Echelon  Residential  Holding's  interest  in Echelon Residential LLC is pledged
pursuant  to a pledge agreement to the partnerships as collateral for the loans.
The  loan  made  by the Partnership to Echelon Residential Holdings is, and will
continue  to  be,  subject  to  various  risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, without
limitation,  the existence of senior financing or other liens on the properties,
general  or  local economic conditions, property values, the sale of properties,
interest  rates,  real  estate  taxes,  other operating expenses, the supply and
demand  for  properties involved, zoning and environmental laws and regulations,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of  the  Partnership.

During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $266,875, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $495,015 recorded on the loan
receivable from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $761,890 is recorded as write-down of impaired loan and
interest  receivable  in  the  accompanying Statement of Operations for the year
ended  December  31,  2001.

The  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued interest was precipitated principally by a slowing U.S. economy
and  its  effects on the real estate development industry.  The economic outlook
for  the  properties  that existed when the loan was funded has deteriorated and
inhibited  the  ability  of  Echelon  Residential Holdings' management to secure
low-cost  sources  of  development  capital,  including  but  not  limited  to
joint-venture  or  equity partners.  In response to these developments and lower
risk  tolerances  in  the  credit markets, the management of Echelon Residential
Holdings  decided  in  the second quarter of 2001 to concentrate its prospective
development  activities within the southeastern United States and, therefore, to
dispose  of  development  sites  located  elsewhere.  In  May  2001,  Echelon
Residential  Holdings  closed  its Texas-based development office; and since the
beginning  of  2001,  the  company has sold five of nine properties (two in July
2001, one in October 2001, one in November 2001 and one in February 2002).  As a
result  of these developments, the General Partner does not believe that Echelon
Residential  Holdings  will  realize the profit levels originally believed to be
achievable  from either selling these properties as a group or developing all of
them  as  multi-family  residential  communities.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the  General  Partner  or  its affiliates.  Since the acquisition of several
parcels  of  real  estate  from the owner had to occur prior to the admission of
certain independent third parties as equity owners, Echelon Residential Holdings
and  its  wholly  owned  subsidiary,  Echelon  Residential  LLC,  were formed in
anticipation  of  their  admission.  The General Partner agreed to an officer of
the Manager serving as the initial equity holder of Echelon Residential Holdings
and  as  an  unpaid manager of Echelon Residential Holdings.  The officer made a
$185,465  equity  investment in Echelon Residential Holdings.  His return on his
equity  investment  is restricted to the same rate of return as the partnerships
realize  on  their  loans.  There  is  a  risk  that the court may object to the
General  Partner's  action in structuring the loan in this way since the officer
may be deemed an affiliate and the loans in violation of the prohibition against
loans  to  affiliates  in the Partnership Agreement and the court's statement in
its  order  permitting  New  Investments  that  all  other  provisions  of  the
Partnership  Agreements  governing the investment objectives and policies of the
Partnership  shall  remain  in full force and effect.  The court may require the
partnerships  to  restructure  or  divest  the  loan.

The  Investment  Company Act of 1940 (the "1940 Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Partnership  has  active  business  operations  in  the  financial services
industry,  including equipment leasing, the loan to Echelon Residential Holdings
and  its  ownership of securities of Semele.  The Partnership does not intend to
engage  in  investment activities in a manner or to an extent that would require
the  Partnership  to  register  as  an  investment  company  under the 1940 Act.
However,  it  is possible that the Partnership unintentionally may have engaged,
or  may in the future, engage in an activity or activities that may be construed
to  fall  within  the  scope of the 1940 Act.  The General Partner is engaged in
discussions  with  the  staff  of the Securities and Exchange Commission ("SEC")
regarding  whether  or  not  the  Partnership  may  be an inadvertent investment
company  as  a  consequence  of the above-referenced loan.   The 1940 Act, among
other  things,  prohibits  an  unregistered  investment  company  from  offering
securities  for  sale  or  engaging  in any business in interstate commerce and,
consequently,  leases  and  contracts  entered  into  by  partnerships  that are
unregistered  investment  companies  may  be  voidable.  The General Partner has
consulted  counsel  and  believes  that  the  Partnership  is  not an investment
company.  If  the  Partnership  were determined to be an unregistered investment
company,  its  business  would  be  adversely affected.  The General Partner has
determined to take action to resolve the Partnership's status under the 1940 Act
by  means  that  may include disposing or acquiring certain assets that it might
not  otherwise  dispose  or  acquire.


(d) Financial Information About Foreign and Domestic Operations and Export Sales

Not  applicable.

Item  2.  Properties.
---------------------

None.

Item  3.  Legal  Proceedings.
-----------------------------

In  January  1998,  certain  plaintiffs  (the  "Plaintiffs")  filed  a class and
derivative  action, captioned Leonard Rosenblum, et al. v. Equis Financial Group
                              --------------------------------------------------
Limited  Partnership,  et  al.,  in  the  United  States  District Court for the
-----------------------------
Southern  District  of  Florida  (the  "Court") on behalf of a proposed class of
-------
investors  in  28  equipment  leasing  programs  sponsored by EFG, including the
----
Partnership  (collectively,  the "Nominal Defendants"), against EFG and a number
----
of  its  affiliates, including the General Partner, as defendants (collectively,
the  "Defendants").  Certain  of  the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned Leonard Rosenblum, et al. v. Equis
-                                             ----------------------------------
Financial  Group  Limited  Partnership,  et  al.,  in  the Superior Court of the
-----------------------------------------------
Commonwealth  of  Massachusetts  on behalf of the Nominal Defendants against the
------
Defendants.  Both  actions  are  referred  to  herein collectively as the "Class
--
Action  Lawsuit".
--

The  Plaintiffs have asserted, among other things, claims against the Defendants
on  behalf  of  the Nominal Defendants for violations of the Securities Exchange
Act of 1934, common law fraud, breach of contract, breach of fiduciary duty, and
violations  of  the  partnership  or  trust  agreements  that govern each of the
Nominal  Defendants.  The Defendants have denied, and continue to deny, that any
of them have committed or threatened to commit any violations of law or breached
any  fiduciary  duties  to  the  Plaintiffs  or  the  Nominal  Defendants.

On August 20, 1998, the court preliminarily approved a Stipulation of Settlement
setting  forth  terms pursuant to which a settlement of the Class Action Lawsuit
was  intended  to  be  achieved  and  which, among other things, was at the time
expected  to reduce the burdens and expenses attendant to continuing litigation.
Subsequently  an  Amended  Stipulation  of Settlement was approved by the court.
The  Amended  Stipulation,  among other things, divided the Class Action Lawsuit
into  two  separate  sub-classes that could be settled individually.  On May 26,
1999,  the  Court issued an Order and Final Judgment approving settlement of one
of  the  sub-classes.  Settlement  of  the  second  sub-class,  involving  the
Partnership and 10 affiliated partnerships remained pending due, in part, to the
complexity  of  the  proposed  settlement pertaining to this class.  On March 6,
2000,  the  court  preliminarily  approved  a  Second  Amended  Stipulation that
modified  certain  of  the  settlement  terms  applying to the settlement of the
Partnership  sub-class  contained  in the Amended Stipulation. The settlement of
the Partnership sub-class was premised on the consolidation of the Partnerships'
net  assets  (the "Consolidation"), subject to certain conditions, into a single
successor  company  ("Newco").  The  potential  benefits  and  risks  of  the
Consolidation  were  to  be  presented in a Solicitation Statement that would be
mailed  to  all  of  the  partners  of  the Exchange Partnerships as soon as the
associated regulatory review process was completed and at least 60 days prior to
the  fairness  hearing.  A preliminary Solicitation Statement was filed with the
Securities  and  Exchange  Commission  on  August  24,  1998.

One  of  the  principal  objectives of the Consolidation was to create a company
that would have the potential to generate more value for the benefit of existing
limited partners than other alternatives, including continuing the Partnership's
customary  business  operations  until  all  of  its  assets are disposed in the
ordinary  course  of business.  To facilitate the realization of this objective,
the  Amended Stipulation provided, among other things, that commencing March 22,
1999, the Exchange Partnerships could collectively invest up to 40% of the total
aggregate  net  asset  values  of  all  of  the  Exchange  Partnerships  in  any
investment,  including  additional  equipment and other business activities that
the general partners of the Exchange Partnerships and EFG reasonably believed to
be  consistent  with the anticipated business interests and objectives of Newco,
subject  to  certain  limitations.  The  Second Amended Stipulation, among other
things, quantified the 40% limitation using a whole dollar amount of $32 million
in  the  aggregate.

On March 8, 2000, the Exchange Partnerships collectively made a $32 million loan
as  permitted  by  the  Second  Amended  Stipulation approved by the Court.  The
Partnership's portion of the aggregate loan is $3,050,000.  The loan consists of
a  term loan to Echelon Residential Holdings, a newly-formed real estate company
that  is owned by several independent investors and, in his individual capacity,
James A. Coyne, Executive Vice President of EFG. In addition, certain affiliates
of  the  General  Partner  made  loans  to Echelon Residential Holdings in their
individual  capacities.  Echelon  Residential  Holdings,  through a wholly owned
subsidiary  (Echelon  Residential  LLC),  used the loan proceeds, along with the
loan proceeds from similar loans by ten affiliated partnerships representing $32
million  in  the  aggregate,  to acquire various real estate assets from Echelon
International  Corporation, an unrelated Florida-based real estate company.  The
loan has a term of 30 months maturing on September 8, 2002 and bears interest at
the  annual rate of 14% for the first 24 months and 18% for the final six months
of  the  term.  Interest  accrues and compounds monthly but is not payable until
maturity.  Echelon  Residential Holdings has pledged its membership interests in
Echelon Residential LLC to the Exchange Partnerships as collateral for the loan.

In  the  absence  of  the  Court's  authorization  to  enter into new investment
activities,  the  Partnership's Restated Agreement, as amended, would not permit
such  activities  without  the approval of limited partners owning a majority of
the  Partnership's  outstanding Units.  Consistent with the Amended Stipulation,
the  Second  Amended Stipulation provides terms for unwinding any new investment
transactions  in  the  event  that  the  Consolidation  is  not  effected or the
Partnership  objects  to  its  participation  in  the  Consolidation.

While  the  Court's  August  20,  1998  Order  enjoined  certain  class members,
including  all  of  the partners of the Partnership, from transferring, selling,
assigning,  giving, pledging, hypothecating, or otherwise disposing of any Units
pending  the  Court's  final  determination  of whether the settlement should be
approved,  the  March 22, 1999 Order permitted the partners to transfer Units to
family  members  or  as  a  result  of  the  divorce, disability or death of the
partner.  No  other  transfers  are  permitted  pending  the  Court's  final
determination  of  whether  the settlement should be approved.  The provision of
the  August  20,  1998  Order  which  enjoined  the  General  Partners  of  the
Partnerships from, among other things, recording any transfers not in accordance
with  the  Court's  order  remains  effective.

On  March  12,  2001, after a status conference and hearing, the Court issued an
order that required the parties, no later than May 15, 2001, to advise the Court
on  (a)  whether  the SEC has completed its review of the solicitation statement
and  related  materials  submitted  to  the  SEC in connection with the proposed
settlement,  and (b) whether parties request the Court to schedule a hearing for
final  approval  of  the  proposed  settlement  or  are withdrawing the proposed
settlement  from  judicial  consideration  and  resuming  the  litigation of the
Plaintiffs'  claims.  The  Court  also  directed  the  parties to use their best
efforts  to  assist the SEC so that its regulatory review may be completed on or
before  May  15,  2001.

On  May  11,  2001,  the  general  partners of the Partnerships that are nominal
defendants in the Class Action Lawsuit received a letter dated May 10, 2001 from
the  Associate  Director  and  Chief  Counsel  of  the  Division  of  Investment
Management  of  the  SEC  informing  the  general partners that the staff of the
Division  believes  that  American  Income  Partners  V-A  Limited  Partnership,
American  Income  Partners  V-B Limited Partnership, AmericanIncome Partners V-C
Limited  Partnership, American Income Partners V-D Limited Partnership, American
Income  Fund I-A, American Income Fund I-B, American Income Fund I-E and AIRFUND
II  International  Limited  Partnership  (the  "Designated  Partnerships")  are
investment  companies as defined in Section 3(a)(1)(C) of the 1940 Act.  The SEC
staff noted that Section 7 of the 1940 Act makes it unlawful for an unregistered
investment company, among other things, to offer, sell, purchase, or acquire any
security or engage in any business in interstate commerce.  Accordingly, Section
7 would prohibit any partnership that is an unregistered investment company from
engaging  in  any  business in interstate commerce, except transactions that are
merely  incidental  to  its  dissolution.  The  SEC staff asked that the general
partners  advise  them  within  the next 30 days as to what steps the Designated
Partnerships  will  take  to  address  their status under the 1940 Act.  The SEC
staff  asserted  that  the  notes  evidencing  the  loans to Echelon Residential
Holdings  are  investment  securities  and  the  ownership  of the notes by said
partnerships  cause  them  to  be  investment companies and that, in the case of
American  Income  Partners  V-A Limited Partnership and V-B Limited Partnership,
they  may  have become investment companies when they received the securities of
Semele  Group  Inc.  ("Semele")  as  part  of the compensation for the sale of a
vessel  to Semele in 1997.  The general partners have consulted with counsel who
specializes  in the 1940 Act and, based on counsel's advice, do not believe that
the  Designated  Partnerships  are  investment  companies.

The  letter  also  stated  that  the Division is considering whether to commence
enforcement  action with respect to this matter.  Noting that the parties to the
Class  Action  Lawsuit  were  scheduled  to  appear before the court in the near
future  to  consider a proposed settlement, and that the SEC staff believed that
its views, as expressed in the letter, would be relevant to the specific matters
that will be considered by the court at the hearing, the SEC staff submitted the
letter  to  the  court  for  its  consideration.

On  May  15,  2001,  Defendants' Counsel filed with the court Defendants' Status
Report  pursuant to the Court's March 12, 2001 Order.  Defendants reported that,
notwithstanding  the  parties'  best  efforts,  the  staff  of  the  SEC has not
completed  its  review  of  the  solicitation  statement  in connection with the
proposed  settlement  of  the Class Action Lawsuit.  Nonetheless, the Defendants
stated their belief that the parties should continue to pursue the court's final
approval  of  the  proposed  settlement.

Plaintiffs'  Counsel  also submitted a Plaintiffs' Status Report to the court on
May  15,  2001 in which they reported that the SEC review has not been concluded
and  that  they notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that they intend to seek court approval to immediately resume active prosecution
of  the claims of the Plaintiffs.  Plaintiffs' Counsel stated in the Report that
the  "[p]laintiffs  continue  to  believe  that  the  settlement  is in the best
interests  of  the  Operating Partnership Sub-class.  However, since the SEC has
yet  to complete its review of the proxy, the Plaintiffs do not believe that the
litigation  should  continue  to  be  stayed  so  that  the SEC may continue its
regulatory  review  for  an  indefinite  period  of time." Subsequently, after a
status  conference  on  May  31, 2001, the court issued an order on June 4, 2001
setting  a  trial  date  of  March  4, 2002, referring the case to mediation and
referring  discovery  to  a  magistrate  judge.  The Defendant's and Plaintiff's
Counsel continued to negotiate toward a settlement and have reached agreement on
a  Revised  Stipulation  of  Settlement (the "Revised Settlement") that does not
involve  a  Consolidation.  As part of the Revised Settlement, EFG has agreed to
buy  the loans made by the Exchange Partnerships to Echelon Residential Holdings
for an aggregate of $32 million plus interest at 7.5% per annum, if they are not
repaid prior to or at their scheduled maturity date. The Revised Settlement also
provides  for  the  liquidation  of  the  Exchange  Partnerships' assets, a cash
distribution  and  the dissolution of the Partnerships including the liquidation
and  dissolution  of this Partnership. The court held a hearing on March 1, 2002
to  consider  the  Revised  Settlement.  After  the hearing, the court issued an
order  preliminarily  approving  the  Revised  Settlement  and providing for the
mailing of notice to the Operating Partnership Sub-Class of a hearing on June 7,
2002  to  determine whether the settlement on the terms and conditions set forth
in the Revised Settlement is fair, reasonable and adequate and should be finally
approved  by  the  court  and  a  final  judgment  entered  in  the  matter.

There can be no assurance that the Revised Settlement of the sub-class involving
the  Exchange  Partnerships  will  receive final Court approval and be effected.
However,  in  the  absence  of  a  final  settlement  approved by the Court, the
Defendants  intend to defend vigorously against the claims asserted in the Class
Action Lawsuit.  Neither the General Partner nor its affiliates can predict with
any  degree of certainty the cost of continuing litigation to the Partnership or
the  ultimate outcome.  Assuming the proposed settlement were effected according
to  its terms, the Partnership's share of legal fees and expenses related to the
Class  Action  Lawsuit  and  the Consolidation was estimated to be approximately
$496,000,  of  which  approximately  $316,000 was expensed by the Partnership in
1998  and  additional  amounts of $89,000, $41,000, and $50,000 were expensed by
the  Partnership  in  2001,  2000,  and  1999,  respectively.


Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders.
----------------------------------------------------------------------

None.

<PAGE>
PART  II

Item  5.  Market  for  the  Partnership's Securities and Related Security Holder
--------------------------------------------------------------------------------
Matters.
--------

     (a)  Market  Information

There  is no public market for the resale of the Units and it is not anticipated
that  a  public  market  for  resale  of  the  Units  will  develop.

     (b)  Approximate  Number  of  Security  Holders

At  December  31,  2001,  there  were  1,193  record holders in the Partnership.

     (c)  Dividend  History  and  Restrictions

Historically,  the  amount  of cash distributions to be paid to the Partners had
been  determined  on  a  quarterly  basis.  Each quarter's distribution may have
varied  in amount and was made 95% to the Limited Partners and 5% to the General
Partner.  Generally,  cash  distributions  were  paid  within  15 days after the
completion  of  each  calendar  quarter.

The  Partnership  is  a Nominal Defendant in a Class Action Lawsuit.  Commencing
with  the  first  quarter  of 2000, the General Partner suspended the payment of
quarterly  cash  distributions  pending  final  resolution  of  the Class Action
Lawsuit.  Accordingly,  future  cash  distributions  are not expected to be paid
until  the  Class  Action  Lawsuit  is  settled  or  adjudicated.

In  any  given  year,  it  is  possible  that Limited Partners will be allocated
taxable  income  in  excess  of  distributed  cash. This discrepancy between tax
obligations  and  cash  distributions may or may not continue in the future, and
cash  may  or  may  not  be  available  for distribution to the Limited Partners
adequate  to  cover  any  tax  obligation.

There  were  no  distributions  declared  in  either  2001  or  2000.

There  are no formal restrictions under the Restated Agreement, as amended, that
materially  limit  the  Partnership's  ability to pay cash distributions, except
that  the General Partner may suspend or limit cash distributions to ensure that
the  Partnership  maintains  sufficient working capital reserves to cover, among
other  things, operating costs and potential expenditures, such as refurbishment
costs  to remarket equipment upon lease expiration.  In addition to the need for
funds  in  connection  with  the  Class  Action Lawsuit, liquidity is especially
important  as the Partnership matures and sells equipment, because the remaining
equipment  base consists of fewer revenue-producing assets that are available to
cover  prospective cash disbursements.  Insufficient liquidity could inhibit the
Partnership's  ability  to sustain its operations or maximize the realization of
proceeds  from  remarketing  its  remaining  assets.

In  particular,  the  Partnership must contemplate the potential liquidity risks
associated  with  its investment in commercial jet aircraft.  The management and
remarketing  of  aircraft can involve, among other things, significant costs and
lengthy  remarketing  initiatives.  Although  the  Partnership's  lessees  are
required  to  maintain the aircraft during the period of lease contract, repair,
maintenance,  and/or refurbishment costs at lease expiration can be substantial.
For  example,  an  aircraft  that is returned to the Partnership meeting minimum
airworthiness  standards, such as flight hours or engine cycles, nonetheless may
require  heavy  maintenance  in  order  to bring its engines, airframe and other
hardware  up to standards that will permit its prospective use in commercial air
transportation.

At  December  31, 2001, the Partnership's equipment portfolio included ownership
interests  in  four  commercial  jet  aircraft,  one  of  which  is a Boeing 737
aircraft.  The  Boeing  737  aircraft  is a Stage 2 aircraft, meaning that it is
prohibited  from  operating  in the United States unless it is retro-fitted with
hush-kits  to meet Stage 3 noise regulations promulgated by the Federal Aviation
Administration.  During  2000,  this aircraft was re-leased to Air Slovakia BWJ,
Ltd.,  through  September  2003.  In  January 2002 this lease was amended, which
includes  a  revised  lease expiration date of August 2002.  The remaining three
aircraft  in  the Partnership's portfolio already are Stage 3 compliant.  Two of
these  aircraft  have  lease  terms  expiring  in  September 2004 and June 2005,
respectively,  and  the  third aircraft was returned to the General Partner upon
its  lease  expiration  in  April  2001.

Recent  changes in the economic condition of the airline industry have adversely
affected  the  demand  for and market values for commercial jet aircraft.  These
changes  could  adversely  affect  the  operations  of  the  Partnership and the
residual value of its commercial jet aircraft.  Currently, all of the commercial
jet aircraft in which the Partnership has a proportionate ownership interest are
subject  to  contracted  lease  agreements  except  one  McDonnell Douglas MD-82
aircraft, which was returned to the General Partner upon its lease expiration in
April  2001.  The  General  Partner  is  attempting  to  remarket this aircraft.

In  October  2000,  the  Partnership  and  certain  of its affiliates executed a
conditional  sales  agreement  with  Royal  Aviation  Inc.  for  the sale of the
Partnership's  interest  in a Boeing 737-2H4 aircraft.  The sale of the aircraft
was  recorded  by  the  Partnership  as  a  sales-type  lease, with a lease term
expiring  in  January  2002.  In the fourth quarter of 2001, Royal Aviation Inc.
declared  bankruptcy  and  as  a result, has defaulted on this conditional sales
agreement.  The  General  Partner is negotiating for the return of the aircraft.

Cash  distributions  consist  of  Distributable  Cash  From  Operations  and
Distributable  Cash  From  Sales  or  Refinancings.

"Distributable  Cash  From  Operations"  means  the  net  cash  provided  by the
Partnership's  normal  operations after general expenses and current liabilities
of  the  Partnership  are  paid, reduced by any reserves for working capital and
contingent  liabilities  to  be  funded  from  such  cash,  to the extent deemed
reasonable by the General Partner, and increased by any portion of such reserves
deemed  by the General Partner not to be required for Partnership operations and
reduced  by  all accrued and unpaid Equipment Management Fees and, after Payout,
further  reduced  by  all  accrued  and  unpaid  Subordinated  Remarketing Fees.
Distributable  Cash From Operations does not include any Distributable Cash From
Sales  or  Refinancings.

"Distributable  Cash  From  Sales  or  Refinancings"  means  Cash  From Sales or
Refinancings  as reduced by (i)(a) amounts realized from any loss or destruction
of equipment which the General Partner determines shall be reinvested in similar
equipment  for the remainder of the original lease term of the lost or destroyed
equipment,  or in isolated instances, in other equipment, if the General Partner
determines  that  investment  of  such  proceeds  will significantly improve the
diversity  of  the Partnership's equipment portfolio, and subject in either case
to  satisfaction  of  all existing indebtedness secured by such equipment to the
extent  deemed  necessary  or  appropriate  by  the  General Partner, or (b) the
proceeds  from  the  sale  of an interest in equipment pursuant to any agreement
governing  a joint venture which the General Partner determines will be invested
in  additional  equipment  or interests in equipment and which ultimately are so
reinvested  and (ii) any accrued and unpaid Equipment Management Fees and, after
Payout,  any  accrued  and  unpaid  Subordinated  Remarketing  Fees.

"Cash  From  Sales  or Refinancings" means cash received by the Partnership from
sale or refinancing transactions, as reduced by (i)(a) all debts and liabilities
of  the  Partnership  required  to  be  paid  as a result of sale or refinancing
transactions,  whether or not then due and payable (including any liabilities on
an item of equipment sold which are not assumed by the buyer and any remarketing
fees required to be paid to persons not affiliated with the General Partner, but
not  including  any  Subordinated  Remarketing  Fees whether or not then due and
payable)  and  (b) general expenses and current liabilities from the Partnership
(other  than any portion of the Equipment Management Fee which is required to be
accrued  and  the Subordinated Remarketing Fee) and (c) any reserves for working
capital  and  contingent  liabilities funded from such cash to the extent deemed
reasonable  by  the  General  Partner  and (ii) increased by any portion of such
reserves  deemed  by  the  General  Partner  not  to be required for Partnership
operations.  In  the event the Partnership accepts a note in connection with any
sale  or  refinancing transaction, all payments subsequently received in cash by
the  Partnership  with respect to such note shall be included in Cash From Sales
or Refinancings, regardless of the treatment of such payments by the Partnership
for  tax  or  accounting  purposes.  If  the Partnership receives purchase money
obligations  in  payment  for equipment sold, which are secured by liens on such
equipment,  the  amount  of  such obligations shall not be included in Cash From
Sales  or  Refinancings  until  the  obligations  are  fully  satisfied.

"Payout"  is  defined  as  the  first  time  when  the  aggregate  amount of all
distributions  to the Limited Partners of Distributable Cash From Operations and
Distributable Cash From Sales or Refinancings equals the aggregate amount of the
Limited  Partners'  original  capital  contributions  plus  a  cumulative annual
distribution of 11% (compounded quarterly and calculated beginning with the last
day  of  the  month  of  the  Partnership's  Closing  Date)  on  their aggregate
unreturned  capital  contributions.  For  purposes  of  this definition, capital
contributions  shall  be  deemed  to  have been returned only to the extent that
distributions  of  cash  to  the  Limited Partners exceed the amount required to
satisfy  the cumulative annual distribution of 11% (compounded quarterly) on the
Limited  Partners'  aggregate unreturned capital contributions, such calculation
to be based on the aggregate unreturned capital contributions outstanding on the
first  day  of  each  fiscal  quarter.

Item  6.  Selected  Financial  Data.
------------------------------------

The  following  data  should  be  read in conjunction with Item 7, "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operations" and
the  financial  statements  included  in  Item  8  herein.

For  each  of  the  five  years  in  the  period  ended  December  31,  2001:

<TABLE>
<CAPTION>



Summary of Operations                        2001         2000         1999         1998         1997
---------------------------------------  ------------  -----------  -----------  -----------  -----------
<S>                                      <C>           <C>          <C>          <C>          <C>

Operating and sales-type lease revenue.  $ 1,558,368   $ 1,475,587  $ 2,394,891  $ 2,695,965  $ 4,364,091

Total income. . . . . . . . . . . . . .  $ 1,883,518   $ 2,349,395  $ 3,125,432  $ 3,111,970  $ 4,271,246

Interest income . . . . . . . . . . . .  $   310,004   $   595,789  $   304,091  $   264,986  $   134,242

Net income (loss) . . . . . . . . . . .  $(1,299,057)  $   536,274  $ 1,118,389  $   439,380  $ 1,143,233

Per Unit:
 Net income (loss). . . . . . . . . . .  $     (1.49)  $      0.61  $      1.28  $      0.50  $      1.31

 Cash distributions declared. . . . . .  $        --   $        --  $      0.75  $      0.75  $      0.94


Financial Position
---------------------------------------

Total assets. . . . . . . . . . . . . .  $11,918,672   $13,335,205  $13,303,076  $13,946,980  $14,869,863

Total long-term obligations . . . . . .  $ 2,230,418   $ 2,492,344  $ 2,864,284  $ 4,192,148  $ 5,334,349

Partners' capital . . . . . . . . . . .  $ 8,900,816   $10,187,124  $ 9,729,894  $ 9,200,096  $ 9,191,217
</TABLE>




Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

                  Year ended December 31, 2001 compared to the year
          ended December 31, 2000 and the year ended December 31, 2000
                  compared to the year ended December 31, 1999


Certain  statements in this Form 10-K of the Partnership that are not historical
fact  constitute  "forward-looking statements" within the meaning of the Private
Securities  Litigation  Reform Act of 1995 and are subject to a variety of risks
and  uncertainties.  There  are  a  number  of  factors  that could cause actual
results  to  differ  materially  from  those  expressed  in  any forward-looking
statements  made  herein.  These  factors  include,  but are not limited to, the
outcome  of  the  Class  Action  Lawsuit,  the  remarketing of the Partnership's
equipment  and  the  performance  of  the  Partnership's  non-equipment  assets.

Overview
--------

The  Partnership  was  organized  in  1991  as  a direct-participation equipment
leasing  program to acquire a diversified portfolio of capital equipment subject
to lease agreements with third parties.  Presently, the Partnership is a Nominal
Defendant  in  a  Class Action Lawsuit, the outcome of which could significantly
alter  the  nature  of  the  Partnership's  organization and its future business
operations.  Pursuant  to the Restated Agreement, as amended, the Partnership is
scheduled  to  be  dissolved  by December 31, 2002. However, the General Partner
does  not expect that the Partnership will be dissolved until such time that the
Class  Action  Lawsuit  is  settled  or  adjudicated.

The  1940  Act  places  restrictions  on  the  capital  structure  and  business
activities  of  companies  registered  thereunder.  The  Partnership  has active
business  operations  in  the  financial  services industry, including equipment
leasing,  the  loan  to  Echelon  Residential  Holdings  and  its  ownership  of
securities  of  Semele.  The Partnership does not intend to engage in investment
activities  in  a  manner  or to an extent that would require the Partnership to
register  as  an investment company under the 1940 Act.  However, it is possible
that  the  Partnership  unintentionally  may have engaged, or may in the future,
engage  in  an  activity  or activities that may be construed to fall within the
scope  of  the  1940 Act. The General Partner is engaged in discussions with the
staff  of the SEC regarding whether or not the Partnership may be an inadvertent
investment company as a consequence of the above-referenced loan.  The 1940 Act,
among  other  things, prohibits an unregistered investment company from offering
securities  for  sale  or  engaging  in any business in interstate commerce and,
consequently,  leases  and  contracts  entered  into  by  partnerships  that are
unregistered  investment  companies  may  be  voidable.  The General Partner has
consulted  counsel  and  believes  that  the  Partnership  is  not an investment
company.  If  the  Partnership  were determined to be an unregistered investment
company,  its  business  would  be  adversely affected.  The General Partner has
determined to take action to resolve the Partnership's status under the 1940 Act
by  means  that  may include disposing or acquiring certain assets that it might
not  otherwise  dispose  or  acquire.


Critical  Accounting  Policies  and  Estimates
----------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the  United States requires the General Partner to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements.  On a regular basis, the General Partner reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation,  allowance  for  doubtful  accounts,  allowance  for  loan  loss,
impairment of long-lived assets and contingencies.  These estimates are based on
the  General  Partner's  historical  experience and on various other assumptions
believed  to  be  reasonable under the circumstances.  Actual results may differ
from  these  estimates  under  different assumptions or conditions.  The General
Partner  believes,  however,  that  the  estimates,  including  those  for  the
above-listed  items,  are  reasonable.
The  General  Partner believes the following critical accounting policies, among
others,  are  subject  to  significant  judgments  and  estimates  used  in  the
preparation  of  these  financial  statements:
Revenue  Recognition:  Rents are payable to the Partnership monthly or quarterly
---------------------
and  no  significant amounts are calculated on factors other than the passage of
time.  The  majority  of the Partnership's leases are accounted for as operating
leases  and  are  noncancellable.  Rents  received  prior to their due dates are
deferred.  Lease  payments  for  the  sales-type  lease  are due monthly and the
related  revenue  is  recognized  by a method which produces a constant periodic
rate  of  return  on  the  outstanding  investment  in  the  lease.

Asset lives and depreciation method: The Partnership's primary business involves
------------------------------------
the  purchase  and  subsequent lease of long-lived equipment.  The Partnership's
depreciation  policy  is  intended  to  allocate  the cost of equipment over the
period  during  which  it  produces  economic  benefit.  The principal period of
economic benefit is considered to correspond to each asset's primary lease term,
which  generally  represents  the  period of greatest revenue potential for each
asset.  Accordingly,  to the extent that an asset is held on primary lease term,
the Partnership depreciates the difference between (i) the cost of the asset and
(ii)  the  estimated  residual  value of the asset on a straight-line basis over
such  term.  For  purposes  of  this policy, estimated residual values represent
estimates  of  equipment values at the date of the primary lease expiration.  To
the  extent that an asset is held beyond its primary lease term, the Partnership
continues  to  depreciate  the  remaining  net  book  value  of  the  asset on a
straight-line  basis  over  the  asset's  remaining  economic  life.
Allowance  for  doubtful  accounts:  The  Partnership  maintains  allowances for
-----------------------------------
doubtful  accounts  for  estimated  losses  resulting  from the inability of the
-----
lessees  to  make  the  lease  payments  required  under  the  contracted  lease
-----
agreements.  These  estimates are primarily based on the amount of time that has
-----
elapsed  since  the  related  payments  were  due  as well as specific knowledge
related  to  the  ability  of the lessees to make the required payments.  If the
financial condition of the Partnership's lessees were to deteriorate, additional
allowances  could  be required that would increase expenses.  Conversely, if the
financial  condition  of  the  lessees  were  to improve or if legal remedies to
collect  past  due  amounts were successful, the allowance for doubtful accounts
could  be  reduced,  thereby  decreasing  expenses.
Allowance  for  loan  losses:      The  Partnership  periodically  evaluates the
-----------------------------
collectibility  of  its  loan's  contractual  principal  and  interest  and  the
-----
existence  of  loan  impairment  indicators,  including contemporaneous economic
-----
conditions,  situations  which  could affect the borrower's ability to repay its
----
obligation, the estimated value of the underlying collateral, and other relevant
--
factors.  Real  estate  values  are discounted using a present value methodology
over  the  period  between  the  financial  reporting  date  and  the  estimated
disposition  date  of  each property.  A loan is considered to be impaired when,
based  on  current  information  and events, it is probable that the Partnership
will  be unable to collect all amounts due according to the contractual terms of
the loan agreement, which includes both principal and interest.  A provision for
loan  losses is charged to earnings based on the judgment of the General Partner
of  the  amount  necessary  to maintain the allowance for loan losses at a level
adequate  to  absorb  probable  losses.

Impairment  of  long-lived  assets:  On  a  regular  basis,  the General Partner
-----------------------------------
reviews  the  net  carrying  value  of  equipment to determine whether it can be
------
recovered  from  undiscounted  future cash flows.  Adjustments to reduce the net
-----
carrying  value of equipment are recorded in those instances where estimated net
--
realizable  value  is  considered  to  be  less  than net carrying value and are
reflected  separately  on the accompanying Statement of Operations as write-down
of  equipment.  Inherent  in the Partnership's estimate of net realizable values
are  assumptions regarding estimated future cash flows.  If these assumptions or
estimates  change  in  the  future,  the Partnership could be required to record
impairment  charges  for  these  assets.
Contingencies  and  litigation:  The Partnership is subject to legal proceedings
-------------------------------
involving  ordinary and routine claims related to its business. In addition, the
Partnership  is  also involved in a class action lawsuit. The ultimate legal and
financial  liability  with  respect  to  such  matters  cannot be estimated with
certainty  and  requires  the  use  of  estimates  in  recording liabilities for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with  outside  counsel.  If  estimates  of potential losses
increase  or  the  related  facts  and  circumstances  change in the future, the
Partnership  may  be  required  to  adjust  amounts  recorded  in  its financial
statements.


Results  of  Operations
-----------------------

For the year ended December 31, 2001, the Partnership recognized operating lease
revenue  of $1,540,587 compared to $1,472,283 and $2,394,891 for the years ended
December  31,  2000  and  1999,  respectively.  The  increase in operating lease
revenue from 2000 to 2001 resulted primarily from the September 2000 re-lease of
two aircraft and receipt of lease termination proceeds, as discussed below.  The
decrease  in  operating  lease revenue from 1999 to 2000 resulted primarily from
the  expiration  of  lease  terms related to the Partnership's interest in three
Boeing  737-2H4 aircraft and a McDonnell Douglas MD-82 aircraft.  In the future,
operating lease revenue is expected to decline due to lease term expirations and
equipment  sales.  See  discussion below related to the Partnership's sales-type
lease  revenue  for  the  year  ended  December  31,  2001  and  2000.

The  Partnership's  equipment  portfolio  includes  certain  assets in which the
Partnership  holds  a  proportionate  ownership  interest.  In  such  cases, the
remaining  interests  are  owned  by  an  affiliated  equipment  leasing program
sponsored  by EFG.  Proportionate equipment ownership enabled the Partnership to
further  diversify  its equipment portfolio at inception by participating in the
ownership  of selected assets, thereby reducing the general levels of risk which
could  have resulted from a concentration in any single equipment type, industry
or  lessee.  The  Partnership  and  each  affiliate  individually  report,  in
proportion  to  their respective ownership interests, their respective shares of
assets,  liabilities,  revenues,  and  expenses  associated  with the equipment.

The  lease  terms  related  to  the  three Boeing 737-2H4 aircraft, in which the
Partnership  held a proportionate interest, expired on December 31, 1999 and the
aircraft  were stored pending their remarketing. In July 2000, one of the Boeing
737-2H4  aircraft was sold resulting in $339,105 of proceeds to the Partnerships
and  a  net  gain,  for  financial  statement  purposes,  of  $57,174  for  the
Partnership's proportional interest in the aircraft. In September 2000, a second
Boeing  737-2H4  aircraft  was re-leased with a lease term expiring in September
2003.  In  January  2002  this lease was amended, which includes a revised lease
expiration  date  of  August  2002.  The  Partnership recognized operating lease
revenues of $149,554, $59,808, and $167,706, related to this aircraft during the
years  ended  December  31,  2001, 2000 and 1999, respectively.  The Partnership
entered into a conditional sales agreement to sell its interest in the remaining
Boeing  737-2H4  aircraft  as  described  below.

The  lease term associated with a McDonnell Douglas MD-82 aircraft, in which the
Partnership  holds an ownership interest, expired in January 2000.  The aircraft
was  re-leased  in  September  2000  to Aerovias De Mexico, S.A. de C.V., with a
lease  term  expiring  in  September 2004.  The Partnership recognized operating
lease  revenues  of  $284,942,  $117,630, and $207,534, related to this aircraft
during  the  years  ended  December  31,  2001,  2000  and  1999,  respectively.

In  June  2001,  the  Partnership  and  certain  affiliated  investment programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft that had been scheduled to expire in January 2003.  The
Reno  Programs  received  an  early termination fee of $840,000 and a payment of
$400,000  for  certain  maintenance required under the existing lease agreement.
The  Partnership's  share  of  the early termination fee was $216,888, which was
recognized  as  operating  lease revenue during the year ended December 31, 2001
and  its  share  of the maintenance payment was $103,280, which was accrued as a
maintenance obligation at December 31, 2001.  Coincident with the termination of
the  Reno  lease, the aircraft was re-leased to Aerovias de Mexico, S.A. de C.V.
for  a term of four years.  The Reno Programs are to receive rents of $6,240,000
over the lease term, of which the Partnership's share is $1,611,168.  During the
years  ended  December  31,  2001,  2000  and  1999,  the Partnership recognized
operating  lease  revenue including the early termination fee discussed above of
$638,827,  $466,002,and  $448,665, respectively, related to its interest in this
aircraft.

The General Partner is attempting to remarket the second McDonnell Douglas MD-82
aircraft,  in which the Partnership holds an ownership interest.  The lease term
associated  with  this  aircraft  expired  in  April  2001  and  the aircraft is
currently  off  lease.  The  Partnership  recognized  operating lease revenue of
$137,139, $307,967 and $206,167, related to this aircraft during the years ended
December  31,  2001,  2000  and  1999,  respectively.

In  October  2000,  the  Partnership  and  certain  of its affiliates executed a
conditional  sales  agreement  with  Royal  Aviation  Inc.  for  the sale of the
Partnership's  interest  in a Boeing 737-2H4 aircraft and recorded a net gain on
sale of equipment, for financial statement purposes, of $121,333.  This aircraft
had  been  off lease from January 2000 through the date of the conditional sale.
The  title  to  the  aircraft  was  to  transfer  to Royal Aviation Inc., at the
expiration  of  the  lease  term.  The  sale of the aircraft was recorded by the
Partnership  as  a sales-type lease, with a lease term expiring in January 2002.
For  the  years  ended  December  31,  2001 and 2000, the Partnership recognized
sales-type  lease  revenue  of  $17,781 and $3,304, respectively.  In the fourth
quarter  of  2001,  Royal Aviation Inc. declared bankruptcy and as a result, has
defaulted  on  the  conditional  sales  agreement.  The  General  Partner  is
negotiating  for  the  return  of  the  aircraft.  As  of  December 31, 2001, no
allowance  on  the  investment in sales-type lease was deemed necessary based on
the  comparison  of  estimated  fair  value of the Partnership's interest in the
aircraft  and  the  Partnership's  net  investment  in  the  sales-type  lease.

Interest  income  for  the year ended December 31, 2001 was $310,004 compared to
$595,789  and  $304,091  for  the  years  ended  December  31,  2000  and  1999,
respectively.  Interest  income  is  generated  principally  from  temporary
investment  of  rental  receipts  and  equipment  sale  proceeds  in  short-term
instruments  and interest earned on the loan receivable from Echelon Residential
Holdings.  The  amount of future interest income from the short-term instruments
is  expected  to fluctuate as a result of changing interest rates and the amount
of  cash  available  for  investment,  among  other  factors.

Interest  income included $121,234 and $373,781 for the years ended December 31,
2001  and  2000,  respectively,  earned  on  the  loan  receivable  from Echelon
Residential  Holdings.  During  the  second quarter of 2001, the General Partner
determined  that  recoverability of the loan receivable had been impaired and at
June  30,  2001  recorded  an  impairment  of  $266,875,  reflecting the General
Partner's current assessment of the amount of loss that is likely to be incurred
by  the  Partnership.  In  addition to the write-down recorded at June 30, 2001,
the  Partnership  reserved all accrued interest of $495,015 recorded on the loan
receivable from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $761,890 is recorded as write-down of impaired loan and
interest  receivable  in  the  year  ended  December  31,  2001.

Interest  income  included $89,841 in each of the years ended December 31, 2001,
2000  and  1999  earned  on  a  note  receivable  from Semele (see Note 6 to the
financial  statements  included in Item 8). The note receivable from Semele (the
"Semele  Note")  is  scheduled  to  mature  in  April  2003.

During  the year ended December 31, 2001, the Partnership sold fully depreciated
equipment  to  existing lessees and third parties, which resulted in a net gain,
for financial reporting purposes, of $15,146, compared to a net gain in the year
ended  December  31,  2000  excluding  the  aircraft  sale  and conditional sale
discussed  above,  of $156,686 on equipment having a net book value of $285,491.

During the year ended December 31, 1999, the Partnership sold equipment having a
net  book  value  of  $1,927 to existing lessees and third parties.  These sales
resulted  in  a  net  gain,  for  financial  statement  purposes,  of  $426,450.

It  cannot  be determined whether future sales of equipment will result in a net
gain  or  a  net loss to the Partnership, as such transactions will be dependent
upon the condition and type of equipment being sold and its marketability at the
time  of  sale.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous  to  the  Partnership and which will
maximize  total  cash  returns  for  each  asset.

The  total  economic  value  realized for each asset is comprised of all primary
lease  term revenue generated from that asset, together with its residual value.
The  latter consists of cash proceeds realized upon the asset's sale in addition
to  all  other  cash  receipts  obtained  from  renting the asset on a re-lease,
renewal  or  month-to-month  basis.  The  Partnership  classifies  such residual
rental  payments  as lease revenue.  Consequently, the amount of gains or losses
reported  in the financial statements is not necessarily indicative of the total
residual  value  the  Partnership  achieved  from  leasing  the  equipment.

Depreciation  expense  was $670,073, $719,145 and $1,119,242 for the years ended
December  31,  2001,  2000  and  1999,  respectively.  For  financial  reporting
purposes,  to  the  extent  that  an  asset  is  held on primary lease term, the
Partnership  depreciates  the  difference  between (i) the cost of the asset and
(ii)  the estimated residual value of the asset at the date of the primary lease
expiration  on  a  straight-line  basis  over  such  term.  For purposes of this
policy, estimated residual values represent estimates of equipment values at the
date  of  the  primary  lease  expiration.  To the extent that equipment is held
beyond  its  primary  lease  term,  the  Partnership continues to depreciate the
remaining  net book value of the asset on a straight-line basis over the asset's
remaining  economic  life.

During  the  year  ended  December  31,  2001,  the  Partnership also recorded a
write-down of equipment, representing an impairment to the carrying value of the
Partnership's  interest  in a McDonnell Douglas MD-82 aircraft returned in April
2001  and  currently off lease.  The resulting charge of $324,000 was based on a
comparison  of  estimated  fair  value  and  carrying value of the Partnership's
interest  in  the  aircraft.  The  estimate  of  the fair value was based on (i)
information  provided by a third-party aircraft broker and (ii) EFG's assessment
of  prevailing market conditions for similar aircraft.  Aircraft condition, age,
passenger  capacity,  distance  capability,  fuel  efficiency, and other factors
influence  market  demand  and  market  values  for  passenger  jet  aircraft.

Interest  expense  was  $157,130,  $267,446  and  $269,910  for  the years ended
December  31,  2001, 2000 and 1999, respectively.  Interest expense will decline
as  the principal balance of notes payable is reduced through the application of
rent receipts to outstanding debt. See additional discussion below regarding the
refinancing  of  certain  of  the  debt  in  2001.

Management  fees were $87,396, $70,654 and $113,344 for the years ended December
31, 2001, 2000 and 1999, respectively.  Management fees are based on 5% of gross
lease  revenue  generated  by  operating  leases  and  2% of gross lease revenue
generated  by  full  payout  leases.

Write-down  of  investment  securities-affiliate  was $90,774 for the year ended
December  31,  2001.  At  both March 31, 2001 and December 31, 2001, the General
Partner  determined  that the decline in market value of its Semele common stock
was other-than-temporary.  As a result, on March 31, 2001, the Partnership wrote
down  the  carrying  value  of the Semele common stock to $3.3125 per share (the
quoted  price  of the Semele stock on the NASDAQ SmallCap Market on the date the
stock  traded closest to March 31, 2001).  At December 31, 2001, the Partnership
again  wrote  down  the  carrying  value of the Semele common stock to $1.90 per
share  (the  quoted  price of Semele stock on OTC Bulletin Board on the date the
stock  traded  closest  to  December  31,  2001).  See further discussion below.

Operating  expenses  were  $1,091,312, $755,876 and $504,547 for the years ended
December  31,  2001,  2000  and  1999,  respectively.  The increase in operating
expenses from 2000 to 2001 is primarily due to an increase in administrative and
professional  service  costs.  In  addition, operating expenses in 2001 included
approximately  $471,000  of  remarketing  costs  related  to  the re-lease of an
aircraft  in June 2001 and storage of another aircraft which was returned to the
General  Partner  in  April 2001, upon its lease expiration.  The primary reason
for  the  increase  in  operating  expenses  from  1999  to  2000  was  storage,
remarketing  and  maintenance  costs associated with the Partnership's aircraft.
In  2000  and 1999, the Partnership accrued approximately $143,000 and $194,000,
respectively, for the reconfiguration costs and completion of a D-Check incurred
to  facilitate  the remarketing of the McDonnell Douglas MD-82 aircraft released
in September 2000.  In 2000, the Partnership also accrued approximately $194,000
for a required D-check for a second McDonnell Douglas MD-82 aircraft.  Operating
expenses in 2001, 2000 and 1999 also included approximately $89,000, $41,000 and
$50,000,  respectively,  related  to  the  Class Action Lawsuit. Other operating
expenses  consist  principally  of professional service costs, such as audit and
other  legal  fees,  as  well  as  printing,  distribution and other remarketing
expenses.


Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
--------------------------------------------------------------------

The  events  of  September  11,  2001 and the slowing U.S. economy could have an
adverse  effect  on  market  values  for  the  Partnership's  assets  and  the
Partnership's ability to negotiate future lease agreements.  Notwithstanding the
foregoing, it currently is not possible for the General Partner to determine the
long-term  effects,  if  any,  that  these  events  may  have  on  the  economic
performance  of the Partnership's equipment portfolio.  Approximately 74% of the
Partnership's  equipment  portfolio  consists  of  commercial jet aircraft.  The
events  of  September 11, 2001 adversely affected market demand for both new and
used  commercial  aircraft and weakened the financial position of most airlines.
No  direct  damage  occurred  to  any of the Partnership's assets as a result of
these  events  and while it is currently not possible for the General Partner to
determine  the  ultimate  long-term economic consequences of these events to the
Partnership,  the  General  Partner  expects  that  the resulting decline in air
travel will suppress market prices for used aircraft in the short term and could
inhibit  the viability of the airline industry.  In the event of a default by an
aircraft  lessee, the Partnership could suffer material losses.  At December 31,
2001,  the  Partnership has collected substantially all rents owed from aircraft
lessees.  The  General  Partner is monitoring the situation and will continue to
evaluate  potential  implications  to  the  Partnership's financial position and
future  liquidity.
The  Partnership  by  its  nature  is  a limited life entity.  The Partnership's
principal  operating  activities  derive  from  asset  rental  transactions.
Accordingly,  the  Partnership's  principal  source  of  cash from operations is
provided  by  the  collection of periodic rents.  These cash inflows are used to
satisfy  debt  service  obligations associated with leveraged leases, and to pay
management  fees  and  operating costs.  Operating activities generated net cash
inflows  of  $964,152,  $653,908  and  $2,093,710  in  2001,  2000  and  1999,
respectively.  Future renewal, re-lease and equipment sale activities will cause
a  decline  in  the  Partnership's  lease  revenues and corresponding sources of
operating  cash.  Overall,  expenses  associated with rental activities, such as
management  fees, and net cash flow from operating activities will also continue
to  decline  as  the  Partnership  remarkets  its  equipment.  The  Partnership,
however,  may  continue  to incur significant costs to facilitate the successful
remarketing  of  its  aircraft  in  the  future.  The amount of future cash from
interest  income is expected to fluctuate as a result of changing interest rates
and  the  level of cash available for investment, among other factors.  The loan
to  Echelon  Residential Holdings and accrued interest thereon is due in full at
maturity  on  September  8,  2002  (see  discussion  below).

Cash  realized  from  asset  disposal  transactions  is reported under investing
activities  on  the  accompanying  Statement  of Cash Flows.  For the year ended
December  31,  2001,  the  Partnership  realized  net  cash  proceeds of $15,146
compared  to $442,177 in 2000 and $428,377 in 1999.  Future inflows of cash from
asset  disposals  will  vary in timing and amount and will be influenced by many
factors  including,  but  not  limited  to,  the  frequency  and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market  conditions.

At  December  31,  2001,  the Partnership was due aggregate future minimum lease
payments of $2,277,640 from contractual operating lease agreements, a portion of
which  will  be  used  to  amortize  the  principal  balance of notes payable of
$2,230,418.  At the expiration of the individual primary and renewal lease terms
underlying the Partnership's future minimum lease payments for operating leases,
the  Partnership will sell the equipment or enter re-lease or renewal agreements
when  considered  advantageous  by  the  General  Partner  and EFG.  Such future
remarketing activities will result in the realization of additional cash inflows
in the form of equipment sale proceeds or rents from renewals and re-leases, the
timing  and extent of which cannot be predicted with certainty.  This is because
the  timing  and  extent of remarketing events often is dependent upon the needs
and  interests  of the existing lessees.  Some lessees may choose to renew their
lease  contracts, while others may elect to return the equipment.  In the latter
instances, the equipment could be re-leased to another lessee or sold to a third
party.

In  connection  with  a  preliminary  settlement  agreement  for  a Class Action
Lawsuit,  the  court  permitted the Partnership to invest in any new investment,
including but not limited to new equipment or other business activities, subject
to certain limitations. On March 8, 2000, the Partnership loaned $3,050,000 to a
newly  formed  real  estate company, Echelon Residential Holdings to finance the
acquisition  of  real  estate  assets  by  that  company.  Echelon  Residential
Holdings,  through a wholly owned subsidiary (Echelon Residential LLC), used the
loan proceeds, along with the loan proceeds from similar loans by ten affiliated
partnerships  representing $32 million in the aggregate, to acquire various real
estate assets from Echelon International Corporation, an unrelated Florida-based
real  estate  company.  Echelon  Residential  Holding's  interest  in  Echelon
Residential LLC is pledged pursuant to a pledge agreement to the partnerships as
collateral  for  the  loans.  The  loan  has  a  term  of 30 months, maturing on
September  8,  2002,  and an annual interest rate of 14% for the first 24 months
and  18% for the final six months. Interest accrues and compounds monthly and is
payable  at  maturity.

The  loan  made  by the Partnership to Echelon Residential Holdings is, and will
continue  to  be,  subject  to  various  risks, including the risk of default by
Echelon  Residential  Holdings, which could require the Partnership to foreclose
under  the  pledge  agreement  on  its interests in Echelon Residential LLC. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Partnership  may  realize  after  a  default  would  be dependent upon the risks
generally  associated  with  the real estate lending business including, without
limitation,  the existence of senior financing or other liens on the properties,
general  or  local economic conditions, property values, the sale of properties,
interest  rates,  real  estate  taxes,  other operating expenses, the supply and
demand  for  properties involved, zoning and environmental laws and regulations,
rent  control  laws  and  other  governmental  rules.  A  default  by  Echelon
Residential  Holdings  could  have  a material adverse effect on the future cash
flow  and  operating  results  of the Partnership.  The Partnership periodically
evaluates  the  collectibility  of the loan's contractual principal and interest
and  the  existence  of  loan  impairment  indicators.

The  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued  interest  discussed  above  was  precipitated principally by a
slowing  U.S.  economy  and its effects on the real estate development industry.
The  economic  outlook  for the properties that existed when the loan was funded
has  deteriorated  and  inhibited  the  ability of Echelon Residential Holdings'
management  to secure low-cost sources of development capital, including but not
limited  to joint-venture or equity partners.  In response to these developments
and  lower  risk  tolerances  in  the  credit markets, the management of Echelon
Residential  Holdings  decided  in the second quarter of 2001 to concentrate its
prospective  development  activities  within the southeastern United States and,
therefore,  to  dispose  of  development  sites located elsewhere.  In May 2001,
Echelon  Residential  Holdings  closed  its  Texas-based development office; and
since  the  beginning of 2001, the company has sold five of nine properties (two
in  July  2001,  one  in  October 2001, one in November 2001 and one in February
2002).  As  a result of these developments, the General Partner does not believe
that  Echelon  Residential  Holdings  will  realize the profit levels originally
believed  to  be  achievable  from either selling these properties as a group or
developing  all  of  them  as  multi-family  residential  communities.

The  Restated Agreement, as amended, prohibits the Partnership from making loans
to  the  General  Partner  or  its affiliates.  Since the acquisition of several
parcels  of  real  estate  from the owner had to occur prior to the admission of
certain independent third parties as equity owners, Echelon Residential Holdings
and  its  wholly  owned  subsidiary,  Echelon  Residential  LLC,  were formed in
anticipation  of  their  admission.  The General Partner agreed to an officer of
the Manager serving as the initial equity holder of Echelon Residential Holdings
and  as  an  unpaid manager of Echelon Residential Holdings.  The officer made a
$185,465  equity  investment in Echelon Residential Holdings.  His return on his
equity  investment  is restricted to the same rate of return as the partnerships
realize  on  their  loans.  There  is  a  risk  that the court may object to the
General  Partner's  action in structuring the loan in this way since the officer
may be deemed an affiliate and the loans in violation of the prohibition against
loans  to  affiliates  in the Partnership Agreement and the court's statement in
its  order  permitting  New  Investments  that  all  other  provisions  of  the
Partnership  Agreements  governing the investment objectives and policies of the
Partnership  shall  remain  in full force and effect.  The court may require the
partnerships  to  restructure  or  divest  the  loan.

As  a  result  of  an  exchange  transaction  in  1997,  the  Partnership is the
beneficial  owner  of  40,797  shares  of  Semele  common stock and a beneficial
interest  in  the  Semele  Note  of  $898,405.  The  Semele Note bears an annual
interest  rate  of  10% and is scheduled to mature in April 2003.  The note also
requires  mandatory principal reductions, if and to the extent that net proceeds
are received by Semele from the sale or refinancing of its principal real estate
asset  consisting  of  an  undeveloped 274-acre of land near Malibu, California.

The  exchange  in  1997 involved the sale by five partnerships and certain other
affiliates  of  their  beneficial interests in three cargo vessels to Semele  in
exchange  for cash, Semele common stock and the Semele Note.  At the time of the
transaction,  Semele was a public company unaffiliated with the general partners
and the partnerships.  Subsequently, as part of the exchange transaction, Semele
solicited  the consent of its shareholders to, among other things, engage EFG to
provide  administrative  services and to elect certain affiliates of EFG and the
general  partners  as  members of the board of directors.  At that point, Semele
became  affiliated  with EFG and the general partners.  The maturity date of the
Semele  Note  has  been  extended.  Since  the  Semele  Note  was  received  as
consideration for the sale of the cargo vessels to an unaffiliated party and the
extension  of  the  maturity of the Semele Note is documented in an amendment to
the  existing  Semele  Note  and  not as a new loan, the general partners of the
owner  partnerships do not consider the Semele Note to be within the prohibition
in  the  Partnership Agreements against loans to or from the General Partner and
its  affiliates.  Nonetheless,  the  extension  of  the  maturity  date might be
construed  to  be the making of a loan to an affiliate of the General Partner in
violation  of  the  Partnership Agreements of the owner partnerships and to be a
violation  of  the  court's order with respect to New Investments that all other
provisions  of the Partnership Agreements shall remain in full force and effect.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  115,
"Accounting  for  Certain Investments in Debt and Equity Securities", marketable
equity  securities  classified  as available-for-sale are carried at fair value.
During  the  year ended December 31, 1999, the Partnership increase the carrying
value  of  its  investment in Semele common stock to $5.75 per share (the quoted
price  of  the  Semele  stock  on  NASDAQ SmallCap Market at December 31, 1999),
resulting  in  an  unrealized  gain  of  $66,295.  At  December  31,  2000,  the
Partnership  decreased  the  carrying  value  of its investment in Semele common
stock to $3.8125 per share (the quoted price of the Semele stock on NASDAQ Small
Cap market at the date the stock traded closest to December 31, 2000), resulting
in  an  unrealized  loss  of  $79,044.  The  unrealized  gain  in  1999  and the
unrealized  loss  in  2000  were  each  reported as a component of comprehensive
income,  included  in  the  Statement  of  Changes  in  Partners'  Capital.

At  both  March  31,  2001 and December 31, 2001, the General Partner determined
that  the  decline  in  market  value  of  the  Semele  common  stock  was
other-than-temporary.  As  a  result,  the  Partnership  wrote down the carrying
value  of the Semele stock to its quoted price on the NASDAQ SmallCap market and
OTC  Bulletin  Board,  on  the  date the stock traded closest March 31, 2001 and
December  31,  2001, respectively, for a total realized loss of $90,774 in 2001.

The  Semele  Note  and  the Semele common stock are subject to a number of risks
including,  Semele's  ability  to make loan payments which is dependent upon the
liquidity  of  Semele  and  primarily  Semele's ability to sell or refinance its
principal real estate asset consisting of an undeveloped 274-acre parcel of land
near  Malibu,  California.  The  market value of the Partnership's investment in
Semele  common  stock  has  generally  declined  since the Partnership's initial
investment  in  1997.  In 1998 and 2001, the General Partner determined that the
decline in market value of the stock was other-than-temporary and wrote down the
Partnership's  investment.  Subsequent to December 31, 2001, the market value of
the  Semele  common  stock has remained relatively constant. The market value of
the  stock  could  decline  in  the  future.  Gary D. Engle, President and Chief
Executive Officer of the general partner of EFG, and President and a Director of
the General Partner, is Chairman and Chief Executive Officer of Semele and James
A.  Coyne,  Executive  Vice  President of the general partner of EFG is Semele's
President and Chief Operating Officer.  Mr. Engle and Mr. Coyne are both members
of  the  Board  of  Directors  of,  and  own  significant  stock  in,  Semele.

The  Partnership  obtained  long-term  financing  in  connection  with  certain
equipment  leases.  The  origination  of  such  indebtedness  and the subsequent
repayments  of  principal  are reported as components of financing activities on
the  accompanying  Statements of Cash Flows.  Each note payable is recourse only
to the specific equipment financed and to the minimum rental payments contracted
to  be  received  during  the  debt  amortization period (which period generally
coincides  with  the  lease  rental  term).  As rental payments are collected, a
portion  or  all  of  the  rental  payment  is  used  to  repay  the  associated
indebtedness.  In  the future, the amount of cash used to repay debt obligations
will  decline  as  the principal balance of notes payable is reduced through the
collection and application of rents.  In addition, the Partnership has a balloon
payment  obligation  as  discussed  below.

In  February  2001,  the  Partnership and certain affiliated investment programs
(collectively,  the  "Programs")  refinanced  the  outstanding  indebtedness and
accrued interest related to the aircraft on lease to Aerovias De Mexico, S.A. de
C.V.  In  addition  to refinancing the Programs' total existing indebtedness and
accrued  interest  of $4,758,845, the Programs received additional debt proceeds
of  $3,400,177.  The  Partnership's  aggregate  share  of the refinanced and new
indebtedness  was  $1,174,165  including  $684,845  used  to  repay the existing
indebtedness  on the refinanced aircraft.  The Partnership used a portion of its
share of the additional proceeds of $489,320 to repay the outstanding balance of
the  indebtedness  and accrued interest related to the aircraft then on lease to
Finnair  OY  of  $126,782  and  certain  aircraft reconfiguration costs that the
Partnership  had  accrued  at  December  31, 2000.  The new indebtedness bears a
fixed interest rate of 7.65%, principal is amortized monthly and the Partnership
has a balloon payment obligation at the expiration of the lease term of $391,567
in  September  2004.   During  the year ended December 31, 2000, the Partnership
refinanced the indebtedness associated with the same aircraft and in addition to
refinancing the existing indebtedness, received additional proceeds of $194,987.

In  June  2001,  the  Partnership  and  certain  affiliated  investment programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft  that  had  been  scheduled  to expire in January 2003.
Coincident with the termination of the Reno lease, the aircraft was re-leased to
Aerovias  de  Mexico,  S.A. de C.V. for a term of four years.  The Reno Programs
executed  a  debt agreement with a new lender collateralized by the aircraft and
assignment  of  the  Aerovias  de Mexico, S.A. de C.V. lease payments.  The Reno
Programs  received debt proceeds of $5,316,482, of which the Partnership's share
was  $1,372,708.  The  Partnership  used  the new debt proceeds and a portion of
certain  other  receipts  from  Reno  to  repay  the  outstanding balance of the
existing indebtedness related to the aircraft of $1,437,109 and accrued interest
and  fees  of  $21,410.

There  are no formal restrictions under the Restated Agreement, as amended, that
materially  limit  the  Partnership's  ability to pay cash distributions, except
that  the General Partner may suspend or limit cash distributions to ensure that
the  Partnership  maintains  sufficient working capital reserves to cover, among
other  things, operating costs and potential expenditures, such as refurbishment
costs  to remarket equipment upon lease expiration.  In addition to the need for
funds  in  connection  with  the  Class  Action Lawsuit, liquidity is especially
important  as the Partnership matures and sells equipment, because the remaining
equipment  base consists of fewer revenue-producing assets that are available to
cover  prospective cash disbursements.  Insufficient liquidity could inhibit the
Partnership's  ability  to sustain its operations or maximize the realization of
proceeds  from remarketing its remaining assets.  In particular, the Partnership
must contemplate the potential liquidity risks associated with its investment in
commercial  jet  aircraft.  The  management  and  remarketing  of  aircraft  can
involve,  among  other  things,  significant  costs  and  lengthy  remarketing
initiatives.  Although  the  Partnership's  lessees are required to maintain the
aircraft  during  the  period  of  lease  contract,  repair, maintenance, and/or
refurbishment  costs  at  lease  expiration can be substantial.  For example, an
aircraft  that  is  returned  to  the  Partnership meeting minimum airworthiness
standards,  such as flight hours or engine cycles, nonetheless may require heavy
maintenance  in  order  to  bring its engines, airframe and other hardware up to
standards that will permit its prospective use in commercial air transportation.

At  December  31, 2001, the Partnership's equipment portfolio included ownership
interests  in  four  commercial  jet  aircraft,  one  of  which  is a Boeing 737
aircraft.  The  Boeing  737  aircraft  is a Stage 2 aircraft, meaning that it is
prohibited  from  operating  in the United States unless it is retro-fitted with
hush-kits  to meet Stage 3 noise regulations promulgated by the Federal Aviation
Administration.  During  2000,  this aircraft was re-leased to Air Slovakia BWJ,
Ltd.,  through  September  2003.  In  January 2002 this lease was amended, which
includes  a  revised  lease expiration date of August 2002.  The remaining three
aircraft  in  the Partnership's portfolio already are Stage 3 compliant.  Two of
these  aircraft  have  lease  terms  expiring  in  September 2004 and June 2005,
respectively,  and  the  third aircraft was returned to the General Partner upon
its  lease  expiration  in  April  2001.

Recent  changes in the economic condition of the airline industry have adversely
affected  the  demand  for and market values for commercial jet aircraft.  These
changes  could  adversely  affect  the  operations  of  the  Partnership and the
residual value of its commercial jet aircraft.  Currently, all of the commercial
jet aircraft in which the Partnership has a proportionate ownership interest are
subject  to  contracted  lease  agreements  except  one  McDonnell Douglas MD-82
aircraft, which was returned to the General Partner upon its lease expiration in
April  2001.  The  General  Partner  is  attempting  to  remarket this aircraft.

Cash  distributions  to  the  General and Limited Partners had been declared and
generally  paid  within fifteen days following the end of each calendar quarter.
The  payment  of  such  distributions  is  presented as a component of financing
activities  on  the accompanying Statement of Cash Flows.  No cash distributions
were  declared  during the years ended December 31, 2001 and 2000.  In any given
year,  it  is possible that Limited Partners will be allocated taxable income in
excess  of  distributed  cash. This discrepancy between tax obligations and cash
distributions  may or may not continue in the future, and cash may or may not be
available  for  distribution  to  the Limited Partners adequate to cover any tax
obligation.

Cash distributions when paid to the Limited Partners consist of both a return of
and  a  return  on  capital.  Cash  distributions  do  not represent and are not
indicative  of  yield  on  investment.  Actual  yield  on  investment  cannot be
determined  with  any  certainty until conclusion of the Partnership and will be
dependent  upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, the residual value realized for each asset at its
disposal  date  and  the  performance of the Partnership's non-equipment assets.

The  Partnership's  capital  account  balances  for  federal  income tax and for
financial reporting purposes are different primarily due to differing treatments
of  income  and expense items for income tax purposes in comparison to financial
reporting  purposes.  For  instance,  selling  commissions  and organization and
offering  costs  pertaining  to  syndication  of  the  Partnership's  limited
partnership  units  are  not deductible for federal income tax purposes, but are
recorded  as  a reduction of partners' capital for financial reporting purposes.
Therefore,  such  differences are permanent differences between capital accounts
for  financial  reporting  and  federal  income tax purposes.  Other differences
between  the  bases  of  capital  accounts  for federal income tax and financial
reporting  purposes  occur due to timing differences.  Such items consist of the
cumulative  difference  between  income  or  loss for tax purposes and financial
statement  income  or  loss  and  the treatment of unrealized gains or losses on
investment securities for book and tax purposes.  The principal component of the
cumulative  difference between financial statement income or loss and tax income
or  loss results from different depreciation policies for book and tax purposes.

For  financial reporting purposes, the General Partner has accumulated a capital
deficit  at  December  31,  2001.  This  is  the  result  of  aggregate  cash
distributions to the General Partner being in excess of its capital contribution
of  $1,000  and  its  allocation  of  financial  statement  net  income or loss.
Ultimately,  the  existence  of  a  capital  deficit for the General Partner for
financial  reporting  purposes  is  not  indicative  of  any  further  capital
obligations  to the Partnership by the General Partner.  The Restated Agreement,
as  amended,  requires that upon the dissolution of the Partnership, the General
Partner will be required to contribute to the Partnership an amount equal to any
negative  balance  which may exist in the General Partner's tax capital account.
At  December  31,  2001,  the General Partner had a positive tax capital account
balance.

The  outcome  of  the  Class  Action  Lawsuit  will  be  the principal factor in
determining the future of the Partnership's operations.  The proposed settlement
to  that  lawsuit, if effected, will materially change the future organizational
structure  and  business  interests  of  the  Partnership,  as  well as its cash
distribution  policies.  Commencing  with the first quarter of 2000, the General
Partner  suspended  the  payment  of  quarterly cash distributions pending final
resolution  of the Class Action Lawsuit.  Accordingly, future cash distributions
are  not  expected  to  be  paid  until  the  Class Action Lawsuit is settled or
adjudicated.

Item  7A.  Quantitative  and  Qualitative  Disclosures  about  Market  Risks.
-----------------------------------------------------------------------------

The  Partnership's  financial  statements include financial instruments that are
exposed  to  interest  rate  risks.

The  Partnership's  notes  payable  bear  interest rates of 7.03% and 7.65%, and
amortize  monthly  through  September  2005.  The  fair  market  value  of fixed
interest  rate  on  debt may be adversely impacted due to a decrease in interest
rates.  The effect of interest rate fluctuations on the Partnership for the year
ended  December  31,  2001  was  not  material.

The  Partnership's  loan to Echelon Residential Holdings matures on September 8,
2002,  currently  earns  interest  at a fixed annual rate of 14% and will earn a
fixed annual rate of 18% for the last 6 months of the loan, with interest due at
maturity.  Investments  earning  a  fixed  rate  of interest may have their fair
market  value adversely impacted due to a rise in interest rates.  The effect of
interest  rate  fluctuations  on  the  Partnership  in  2001  was  not material.
However,  during the second quarter of 2001, the General Partner determined that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $266,875,  reflecting  the  General Partner's then
assessment  of  the amount of loss likely to be incurred by the Partnership.  In
addition  to  the write-down recorded at June 30, 2001, the Partnership reserved
all  accrued interest of $495,015 recorded on the loan receivable from inception
through  March 31, 2001 and ceased accruing interest on its loan receivable from
Echelon  Residential  Holdings,  effective  April  1,  2001.


Item  8.  Financial  Statements  and  Supplementary  Data.
----------------------------------------------------------

               Financial  Statements:
<TABLE>
<CAPTION>

<S>                                                         <C>
      Report of Independent Certified Public Accountants .  21

      Statement of Financial Position
      at December 31, 2001 and 2000. . . . . . . . . . . .  22

      Statement of Operations
      for the years ended December 31, 2001, 2000 and 1999  23

      Statement of Changes in Partners' Capital
      for the years ended December 31, 2001, 2000 and 1999  24

      Statement of Cash Flows
      for the years ended December 31, 2001, 2000 and 1999  25

      Notes to the Financial Statements. . . . . . . . . .  26

    ADDITIONAL FINANCIAL INFORMATION:

    Schedule of Excess (Deficiency) of Total Cash
    Generated to Cost of Equipment Disposed. . . . . . . .  40

    Statement of Cash and Distributable Cash
    From Operations, Sales and Refinancings. . . . . . . .  41

    Schedule of Costs Reimbursed to the General Partner
    and its Affiliates as Required by Section 9.4 of the
    Amended and Restated Agreement and Certificate
    of Limited Partnership . . . . . . . . . . . . . . . .  42
</TABLE>




<PAGE>

                  REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                  --------------------------------------------------



To  the  Partners  of  American  Income  Fund  I-D,
a  Massachusetts  Limited  Partnership:


We  have  audited the accompanying balance sheets of American Income Fund I-D, a
Massachusetts  Limited  Partnership  as  of  December 31, 2001 and 2000, and the
related  statements  of operations, changes in partners' capital, and cash flows
for  each  of  the three years in the period ended December 31, 2001. Our audits
also  included  the  financial  statement  schedule  listed in the Index at Item
14(a).  These  financial  statements  and schedule are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial  statements  and  schedule  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audit  to obtain reasonable assurance about whether the financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audits provide a reasonable basis
for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of American Income Fund I-D, a
Massachusetts Limited Partnership at December 31, 2001 and 2000, and the results
of  its  operations and its cash flows for each of the three years in the period
ended  December  31,  2001,  in  conformity with accounting principles generally
accepted  in  the  United  States.  Also,  in our opinion, the related financial
statement  schedule,  when  considered  in  relation  to  the  basic  financial
statements  taken  as  a  whole,  presents  fairly  in all material respects the
information  set  forth  therein.

Our  audits  were  conducted  for the purpose of forming an opinion on the basic
financial  statements  taken  as  a whole.  The Additional Financial Information
identified  in  the  Index  at  Item  8  is presented for purposes of additional
analysis  and  is  not  a required part of the basic financial statements.  Such
information  has been subjected to the auditing procedures applied in our audits
of  the  basic financial statements and, in our opinion, is fairly stated in all
material  respects  in  relation  to  the  basic financial statements taken as a
whole.

     /S/  ERNST  &  YOUNG  LLP

Tampa,  Florida
March  26,  2002


<PAGE>

                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                         STATEMENT OF FINANCIAL POSITION
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>


                                                                 2001          2000
ASSETS
<S>                                                          <C>           <C>

  Cash and cash equivalents                                  $ 2,604,913   $ 1,887,541
  Rents receivable, net of allowance of $58,257
    at December 31, 2001                                         128,745       170,594
  Accounts receivable - other                                          -        47,490
  Accounts receivable - affiliate                                 50,494       111,179
  Interest receivable - affiliate                                 22,644             -
  Prepaid expenses                                                 1,468             -
  Interest receivable - loan, net of allowance of $495,015
    at December 31, 2001                                               -       373,781
  Loan receivable, net of allowance of $266,875
    at December 31, 2001                                       2,783,125     3,050,000
  Net investment in sales-type lease                              23,549       318,788
  Note receivable - affiliate                                    898,405       898,405
  Investment securities - affiliate                               77,514       155,539
  Equipment at cost, net of accumulated depreciation
    of $6,019,430 and $5,321,963 at December 31, 2001
    and 2000, respectively                                     5,327,815     6,321,888
                                                             ------------  ------------

        Total assets                                         $11,918,672   $13,335,205
                                                             ============  ============


  LIABILITIES AND PARTNERS' CAPITAL

  Notes payable                                              $ 2,230,418   $ 2,492,344
  Accrued interest                                                 7,747        12,283
  Accrued liabilities                                            651,469       573,250
  Accrued liabilities - affiliate                                124,726        24,120
  Deferred rental income                                           3,496        46,084
                                                             ------------  ------------
       Total liabilities                                       3,017,856     3,148,081
                                                             ------------  ------------

  Partners' capital (deficit):
     General Partner                                            (472,763)     (408,447)
     Limited Partnership Interests
     (829,521.30 Units; initial purchase price of $25 each)    9,373,579    10,595,571
                                                             ------------  ------------
       Total partners' capital                                 8,900,816    10,187,124
                                                             ------------  ------------

       Total liabilities and partners' capital               $11,918,672   $13,335,205
                                                             ============  ============
</TABLE>





   The accompanying notes are an integral part of these financial statements
<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                             STATEMENT OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




<TABLE>
<CAPTION>

                                                            2001         2000        1999
<S>                                                     <C>           <C>         <C>
  INCOME

  Operating lease revenue                               $ 1,540,587   $1,472,283  $2,394,891
  Sales-type lease revenue                                   17,781        3,304           -
  Interest income                                            98,929      132,167     214,250
  Interest income - loan                                    121,234      373,781           -
  Interest income - affiliate                                89,841       89,841      89,841
  Gain on sale of equipment                                  15,146      278,019     426,450
                                                        ------------  ----------  ----------
    Total income                                          1,883,518    2,349,395   3,125,432
                                                        ------------  ----------  ----------

  EXPENSES

  Depreciation                                              670,073      719,145   1,119,242
  Write-down of equipment                                   324,000            -           -
  Interest expense                                          157,130      267,446     269,910
  Equipment management fees - affiliate                      87,396       70,654     113,344
  Operating expenses - affiliate                          1,091,312      755,876     504,547
  Write-down of impaired loan and interest receivable       761,890            -           -
  Write-down of investment securities - affiliate            90,774            -           -
                                                        ------------  ----------  ----------
    Total expenses                                        3,182,575    1,813,121   2,007,043
                                                        ------------  ----------  ----------

  Net income (loss)                                     $(1,299,057)  $  536,274  $1,118,389
                                                        ============  ==========  ==========



  Net income (loss) per limited partnership unit        $     (1.49)  $     0.61  $     1.28
                                                        ============  ==========  ==========
  Cash distributions declared
     per limited partnership unit                       $         -   $        -  $     0.75
                                                        ============  ==========  ==========
</TABLE>














   The accompanying notes are an integral part of these financial statements
<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<TABLE>
<CAPTION>

                                       General
                                       Partner    Limited Partners
                                        Amount         Units           Amount        Total
                                      ----------  ----------------  ------------  ------------
<S>                                   <C>         <C>               <C>           <C>
 Balance at December 31, 1998         $(457,798)        829,521.30  $ 9,657,894   $ 9,200,096

   Net income - 1999                     55,919                  -    1,062,470     1,118,389
   Unrealized gain on investment
     securities - affiliate               3,315                  -       62,980        66,295
                                      ----------  ----------------  ------------  ------------
 Comprehensive income                    59,234                  -    1,125,450     1,184,684
                                      ----------  ----------------  ------------  ------------
 Cash distributions declared            (32,744)                 -     (622,142)     (654,886)
                                      ----------  ----------------  ------------  ------------

 Balance at December 31, 1999          (431,308)           829,521   10,161,202     9,729,894

   Net income - 2000                     26,813                  -      509,461       536,274
   Unrealized loss on investment
     securities - affiliate              (3,952)                 -      (75,092)      (79,044)
                                      ----------  ----------------  ------------  ------------
 Comprehensive income                    22,861                  -      434,369       457,230
                                      ----------  ----------------  ------------  ------------

 Balance at December 31, 2000          (408,447)           829,521   10,595,571    10,187,124

   Net loss - 2001                      (64,953)                 -   (1,234,104)   (1,299,057)
   Less: Reclassification adjustment
     for write-down of investment
     securities - affiliate                 637                  -       12,112        12,749
                                      ----------  ----------------  ------------  ------------
 Comprehensive loss                     (64,316)                 -   (1,221,992)   (1,286,308)
                                      ----------  ----------------  ------------  ------------

 Balance at December 31, 2001         $(472,763)        829,521.30  $ 9,373,579   $ 8,900,816
                                      ==========  ================  ============  ============
</TABLE>



















   The accompanying notes are an integral part of these financial statements
<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                             STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<TABLE>
<CAPTION>

                                                              2001          2000          1999
<S>                                                       <C>           <C>           <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
Net income (loss)                                         $(1,299,057)  $   536,274   $ 1,118,389
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities:
  Depreciation                                                670,073       719,145     1,119,242
  Bad debt expense                                             58,257             -             -
  Write-down of equipment                                     324,000             -             -
  Sales-type lease revenue                                    (17,781)       (3,304)            -
  Gain on sale of equipment                                   (15,146)     (278,019)     (426,450)
  Write-down of impaired loan and interest receivable         761,890             -             -
  Write-down of investment securities - affiliate              90,774             -             -
Changes in assets and liabilities:
  Rents receivable                                            (16,408)      (88,488)      177,321
  Accounts receivable - other                                  47,490       (47,490)            -
  Accounts receivable - affiliate                              60,685           841       (48,954)
  Interest receivable - affiliate                             (22,644)            -             -
  Prepaid expenses                                             (1,468)            -             -
  Interest receivable - loan                                 (121,234)     (373,781)            -
  Collections on net investment in sales-type lease           313,020        78,169             -
  Accrued interest                                             (4,536)       (7,605)      (12,376)
  Accrued liabilities                                          78,219       134,669       161,081
  Accrued liabilities - affiliate                             100,606         5,730         1,825
  Deferred rental income                                      (42,588)      (22,233)        3,632
                                                          ------------  ------------  ------------
    Net cash provided by operating activities                 964,152       653,908     2,093,710
                                                          ------------  ------------  ------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
Proceeds from equipment sales                                  15,146       442,177       428,377
Loan receivable                                                     -    (3,050,000)            -
                                                          ------------  ------------  ------------
    Net cash provided by (used in) investing activities        15,146    (2,607,823)      428,377
                                                          ------------  ------------  ------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
Proceeds from notes payable                                 1,862,028       194,987             -
Principal payments - notes payable                         (2,123,954)     (566,927)   (1,327,864)
Distributions paid                                                  -      (163,722)     (654,886)
                                                          ------------  ------------  ------------
    Net cash used in financing activities                    (261,926)     (535,662)   (1,982,750)
                                                          ------------  ------------  ------------

Net increase (decrease) in cash and cash equivalents          717,372    (2,489,577)      539,337
Cash and cash equivalents at beginning of year              1,887,541     4,377,118     3,837,781
                                                          ------------  ------------  ------------
Cash and cash equivalents at end of year                  $ 2,604,913   $ 1,887,541   $ 4,377,118
                                                          ============  ============  ============

SUPPLEMENTAL INFORMATION
Cash paid during the year for interest                    $   161,666   $   275,051   $   282,286
                                                          ============  ============  ============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Equipment sold on sales-type lease                        $         -   $   393,653   $         -
                                                          ============  ============  ============
</TABLE>


See  Note  6  to  the  financial  statements regarding the carrying value of the
Partnership's  investment  securities  -  affiliate.

See  Note  8 to the financial statements regarding the refinancing of one of the
Partnership's  notes  payable  in  February  2001.


    The accompanying notes are an integral part of these financial statements

<PAGE>

                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP
                        NOTES TO THE FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


NOTE  1  -  ORGANIZATION  AND  PARTNERSHIP  MATTERS
---------------------------------------------------

American  Income  Fund  I-D,  a  Massachusetts  Limited  Partnership,  (the
"Partnership")  was  organized  as a limited partnership under the Massachusetts
Uniform  Limited  Partnership  Act  (the "Uniform Act") on May 30, 1991, for the
purpose  of  acquiring  and  leasing to third parties a diversified portfolio of
capital  equipment.  Partners'  capital  initially consisted of contributions of
$1,000  from the General Partner (AFG Leasing VI Incorporated) and $100 from the
Initial  Limited  Partner  (AFG  Assignor Corporation).  On August 30, 1991, the
Partnership  issued  829,521.30  units  of  limited  partnership  interest  (the
"Units")  to  1,234  investors.  Included  in the 829,521.30 units were 1,572.30
bonus units.  The Partnership's General Partner, AFG Leasing VI Incorporated, is
a  Massachusetts  corporation formed in 1990 and an affiliate of Equis Financial
Group  Limited  Partnership  (formerly  known  as  American  Finance  Group),  a
Massachusetts  limited  partnership  ("EFG").  The  common  stock of the General
Partner  is owned by EFG.  The General Partner is not required to make any other
capital  contributions  except  as  may  be  required  under the Uniform Act and
Section  6.1(b) of the Amended and Restated Agreement and Certificate of Limited
Partnership  (the  "Restated  Agreement,  as  amended").

Significant  operations  commenced  on August 30, 1991 when the Partnership made
its initial equipment purchase.  Pursuant to the Restated Agreement, as amended,
Distributable  Cash  From  Operations  and  Distributable  Cash  From  Sales  or
Refinancings will be allocated 95% to the Limited Partners and 5% to the General
Partner.

Under  the  terms  of  a  Management  Agreement between the Partnership and EFG,
management  services  are  provided by EFG to the Partnership at fees based upon
acquisitions  of  equipment  and  revenues  from  leases.

EFG  is  a  Massachusetts limited partnership formerly known as American Finance
Group  ("AFG").  AFG  was  established  in  1988  as  a  Massachusetts  general
partnership  and  succeeded  American  Finance  Group,  Inc.,  a  Massachusetts
corporation  organized  in  1980.  EFG  and  its subsidiaries (collectively, the
"Company")  are  engaged  in  various aspects of the equipment leasing business,
including  EFG's  role  as  Equipment  Manager or Advisor to the Partnership and
several  other  direct-participation  equipment  leasing  programs  sponsored or
co-sponsored  by EFG (the "Other Investment Programs").  The Company arranges to
broker  or  originate  equipment  leases,  acts  as  remarketing agent and asset
manager, and provides leasing support services, such as billing, collecting, and
asset  tracking.

The  general  partner  of  EFG,  with  a  1%  controlling  interest,  is  Equis
Corporation,  a  Massachusetts corporation owned and controlled entirely by Gary
D.  Engle,  its  President,  Chief  Executive  Officer and sole Director.  Equis
Corporation  also  owns  a  controlling 1% general partner interest in EFG's 99%
limited  partner,  GDE  Acquisition  Limited  Partnership  ("GDE  LP").  Equis
Corporation  and  GDE  LP were established in December 1994 by Mr. Engle for the
sole  purpose  of  acquiring  the  business  of  AFG.


NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Cash  and  Cash  Equivalents
----------------------------

The  Partnership  classifies  as cash and cash equivalent amounts on deposits in
banks  and  liquid investment instruments purchased with an original maturity of
three  months  or  less.

Revenue  Recognition
--------------------

Effective  January 1, 2000, the Partnership adopted the provisions of Securities
Exchange  Commission  Staff  Accounting  Bulletin  101,  "Revenue Recognition in
Financial  Statements"  ("SAB  No. 101").  SAB No. 101 provides guidance for the
recognition,  presentation  and  disclosure  of revenue in financial statements.
The  adoption  of  SAB  No.  101  had  no  impact on the Partnership's financial
statements.

Rents  are payable to the Partnership monthly, quarterly or semi-annually and no
significant  amounts  are  calculated on factors other than the passage of time.
The  majority  of  the  leases  are  accounted  for  as operating leases and are
noncancellable.  Rents  received  prior  to  their  due  dates are deferred.  In
certain  instances,  the  Partnership  may  enter renewal or re-lease agreements
which  expire  beyond  the  Partnership's  anticipated  dissolution  date.  This
circumstance is not expected to prevent the orderly wind-up of the Partnership's
business  activities  as  the  General  Partner  and  EFG would seek to sell the
then-remaining equipment assets either to the lessee or to a third party, taking
into  consideration  the  amount  of  future  noncancellable  rental  payments
associated  with  the  attendant  lease  agreements.   Future minimum rents from
operating  leases  of  $2,277,640  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                                 <C>    <C>
  For the year ending December 31,   2002     829,323
                                     2003     687,734
                                     2004     592,753
                                     2005     167,830
                                           ----------

..                                   Total  $2,277,640
                                           ==========
</TABLE>


Future  minimum rents for operating leases does not include the operating leases
for  which  the  lease  payments are based on the usage of the equipment leased.

In  June  2001,  the  Partnership  and  certain  affiliated  investment programs
(collectively,  the  "Programs") executed an agreement with the existing lessee,
Reno  Air,  Inc.  ("Reno"),  to early terminate the lease of a McDonnell Douglas
MD-87  aircraft that had been scheduled to expire in January 2003.  The Programs
received  an  early  termination  fee  of $840,000 and a payment of $400,000 for
certain  maintenance  required  under  the  existing  lease  agreement.  The
Partnership's  share  of  the  early  termination  fee  was  $216,888, which was
recognized  as  operating  lease revenue during the year ended December 31, 2001
and  its  share  of  the maintenance payment was $103,280, which is accrued as a
maintenance obligation at December 31, 2001.  Coincident with the termination of
the  Reno  lease, the aircraft was re-leased to Aerovias de Mexico, S.A. de C.V.
for  a term of four years.  The Programs are to receive rents of $6,240,000 over
the  lease  term,  of  which  the  Partnership's  share  is  $1,611,168.

In  January  2002,  the  Programs  executed  a lease amendment with the existing
lessee,  Air  Slovakia  BWJ  Ltd. ("Air Slovakia") to restructure the lease of a
Boeing  737  aircraft, which had been scheduled to expire in September 2003.  In
accordance  with  the  lease amendment, the lease term was revised and the lease
will  terminate  in  August  2002.

Lease  payments for the sales-type lease are due monthly and the related revenue
is  recognized  by a method which produces a constant periodic rate of return on
the  outstanding  investment  in  the  lease.  Unearned  income is recognized as
sales-type  lease  revenue  over  the  lease  term  using  the  interest method.

Revenue  from  major individual lessees which accounted for 10% or more of total
lease  revenue  during  the  years  ended December 31, 2001, 2000 and 1999 is as
follows:
<TABLE>
<CAPTION>

<S>                             <C>       <C>       <C>
                                    2001      2000      1999
                                --------  --------  --------

Aerovias De Mexico S.A. de C.V  $496,408  $     --  $     --
Reno Air, Inc. . . . . . . . .  $427,361  $466,002  $448,665
Finnair OY . . . . . . . . . .  $     --  $336,157  $615,207
General Motors Corporation . .  $     --  $218,994  $362,823
Southwest Airlines, Inc. . . .  $     --  $     --  $504,986
</TABLE>



Use  of  Estimates
------------------

The  preparation  of  the  financial  statements  in  conformity with accounting
principles generally accepted in the United States requires the use of estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Equipment  on  Lease
--------------------
All  equipment  was acquired from EFG, one of its Affiliates or from third-party
sellers.  Equipment  Cost  means  the  actual  cost  paid  by the Partnership to
acquire the equipment, including acquisition fees.  Where equipment was acquired
from  EFG or an Affiliate, Equipment Cost reflects the actual price paid for the
equipment  by  EFG or the Affiliate plus all actual costs incurred by EFG or the
Affiliate  while  carrying  the equipment, including all liens and encumbrances,
less  the  amount of all primary term rents earned by EFG or the Affiliate prior
to  selling the equipment.  Where the seller of the equipment was a third party,
Equipment  Cost  reflects  the  seller's  invoice  price.
Depreciation
------------
The  Partnership's  depreciation  policy  is  intended  to  allocate the cost of
equipment  over  the  period  during  which  it  produces economic benefit.  The
principal period of economic benefit is considered to correspond to each asset's
primary  lease  term,  which  term  generally  represents the period of greatest
revenue  potential  for each asset.  Accordingly, to the extent that an asset is
held  on  primary lease term, the Partnership depreciates the difference between
(i)  the cost of the asset and (ii) the estimated residual value of the asset on
a  straight-line  basis  over such term.  For purposes of this policy, estimated
residual  values  represent  estimates  of  equipment  values at the date of the
primary  lease  expiration.  To  the  extent  that  an  asset is held beyond its
primary  lease  term,  the Partnership continues to depreciate the remaining net
book  value  of  the  asset  on a straight-line basis over the asset's remaining
economic  life.
The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.
Remarketing  and  Maintenance  Expenses
---------------------------------------

The  Partnership expenses storage and remarketing costs associated with aircraft
and  other  equipment  under  lease  as  incurred.

Generally,  the  costs  of  scheduled  inspections  and  repairs  and  routine
maintenance  for aircraft and other equipment under lease are the responsibility
of  the  lessee.  For  aircraft  under lease, scheduled airframe inspections and
repairs,  such as "D checks", are generally the responsibility of the lessee. In
certain  situations,  the  Partnership  may  be  responsible for reimbursing the
lessee  for  a  portion of such costs paid by the lessee prior to the redelivery
date  (i.e.,  the  expiration  of  the lease term) or may be entitled to receive
additional  payments from the lessee based on the terms and conditions set forth
in the lease arrangement which considers, among other things, the amount of time
remaining  until  the next scheduled maintenance event.  The Partnership records
the  amount  payable  or  receivable,  with  a corresponding charge or credit to
operations.

Investment  Securities  -  Affiliate
------------------------------------
The Partnership's investment in Semele Group Inc. ("Semele") is considered to be
available-for-sale  and  as  such is carried at fair value with unrealized gains
and  losses  reported  as  a  separate  component  of  partners'  capital.
Other-than-temporary  declines  in  market  value  are recorded as write-down of
investment  in  the  Statement  of Operations. Unrealized gains or losses on the
Partnership's  available-for-sale  securities,  are  required  to be included in
comprehensive  income  (loss).

Allowance  for  Loan  Losses
----------------------------

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  114,
"Accounting  by  Creditors  for  Impairment  of  a  Loan"  ("SFAS No. 114"), the
Partnership  periodically evaluates the collectibility of its loans' contractual
principal  and  interest  and  the  existence  of  loan  impairment  indicators,
including contemporaneous economic conditions, situations which could affect the
borrower's  ability  to  repay  its  obligation,  the  estimated  value  of  the
underlying  collateral,  and  other  relevant  factors.  Real  estate values are
discounted  using  a  present  value  methodology  over  the  period between the
financial reporting date and the estimated disposition date of each property.  A
loan is considered to be impaired when, based on current information and events,
it  is  probable  that the Partnership will be unable to collect all amounts due
according  to  the  contractual terms of the loan agreement, which includes both
principal  and  interest.  A  provision  for  loan losses is charged to earnings
based on the judgment of the Partnership's management of the amount necessary to
maintain  the  allowance  for loan losses at a level adequate to absorb probable
losses.

Net  Investment  in  Sales-Type  Lease
--------------------------------------
For  leases that qualify as sales-type leases, the Partnership recognizes profit
or  loss  at lease inception to the extent the fair value of the property leased
differs  from  the  carrying  value.  For  balance sheet purposes, the aggregate
lease  payments  receivable  are  recorded  on the balance sheet net of unearned
income  as net investment in sales-type lease.  Unearned income is recognized as
sales-type  lease  revenue  over  the  lease  term  on  the  interest  method.
Impairment  of  Long-Lived  Assets
----------------------------------
The  carrying  values  of long-lived assets are reviewed for impairment whenever
events  or  changes in circumstances indicate that the recorded value may not be
recoverable.  If  this  review  results in an impairment, as determined based on
the  estimated  undiscounted  cash  flow,  the  carrying  value  of  the related
long-lived  asset  is  adjusted  to  fair  value.
Accrued  Liabilities  -  Affiliate
----------------------------------
Unpaid  operating  expenses paid by EFG on behalf of the Partnership and accrued
but  unpaid  administrative  charges and management fees are reported as Accrued
Liabilities  -  Affiliate.
Contingencies
-------------
It  is  the Partnership's policy to recognize a liability for goods and services
during  the  period when the goods or services are received.  To the extent that
the  Partnership  has  a contingent liability, meaning generally a liability the
payment  of  which  is subject to the outcome of a future event, the Partnership
recognizes  a  liability  in  accordance  with Statement of Financial Accounting
Standards  No.  5  "Accounting  for  Contingencies"  ("SFAS No. 5").  SFAS No. 5
requires  the recognition of contingent liabilities when the amount of liability
can  be  reasonably  estimated  and  the  liability  is  probable.
The  Partnership  is  a  Nominal  Defendant  in  a  Class  Action  Lawsuit.  The
Defendant's  and  Plaintiff's  Counsel have negotiated a Revised Settlement.  As
part  of  the  Revised  Settlement,  EFG has agreed to buy the loans made by the
Partnership  and  10  affiliated partnerships (the ''Exchange Partnerships'') to
Echelon  Residential  Holdings  for an aggregate of $32 million plus interest at
7.5%  per  annum, if they are not repaid prior to or at their scheduled maturity
date.  The  Revised Settlement also provides for the liquidation of the Exchange
Partnerships'  assets,  a  cash  distribution  and  the  dissolution  of  the
Partnerships  including the liquidation and dissolution of this Partnership. The
court held a hearing on March 1, 2002 to consider the Revised Settlement.  After
the  hearing,  the  court  issued  an  order preliminarily approving the Revised
Settlement  and providing for the mailing of notice to the Operating Partnership
Sub-Class  of  a  hearing on June 7, 2002 to determine whether the settlement on
the terms and conditions set forth in the Revised Settlement is fair, reasonable
and  adequate  and  should be finally approved by the court and a final judgment
entered  in  the  matter.  The  Partnership's  estimated  exposure  for  costs
anticipated  to be incurred in pursuing the settlement proposal is approximately
$496,000  consisting  principally  of  legal fees and other professional service
costs.  These  costs  are  expected  to  be  incurred  regardless of whether the
proposed  settlement  ultimately  is  effected.  The  Partnership  expensed
approximately  $316,000 of these costs in 1998 following the Court's approval of
the  initial  settlement  plan.  The  cost  estimate is subject to change and is
monitored  by  the General Partner based upon the progress of the litigation and
other  pertinent  information.  As a result, the Partnership expensed additional
amounts  of  approximately  $89,000,  $41,000  and $50,000 for such costs during
2001,  2000  and  1999,  respectively.  See  Note  10 for additional discussion.
The  Investment  Company Act of 1940 (the "1940 Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Partnership  has  active  business  operations  in  the  financial services
industry,  including equipment leasing, the loan to Echelon Residential Holdings
and  its  ownership of securities of Semele.  The Partnership does not intend to
engage  in  investment activities in a manner or to an extent that would require
the  Partnership  to  register  as  an  investment  company  under the 1940 Act.
However,  it  is possible that the Partnership unintentionally may have engaged,
or  may in the future, engage in an activity or activities that may be construed
to  fall  within  the  scope of the 1940 Act.  The General Partner is engaged in
discussions  with  the  staff  of the Securities and Exchange Commission ("SEC")
regarding  whether  or  not  the  Partnership  may  be an inadvertent investment
company  as  a  consequence  of the above-referenced loan.   The 1940 Act, among
other  things,  prohibits  an  unregistered  investment  company  from  offering
securities  for  sale  or  engaging  in any business in interstate commerce and,
consequently,  leases  and  contracts  entered  into  by  partnerships  that are
unregistered  investment  companies  may  be  voidable.  The General Partner has
consulted  counsel  and  believes  that  the  Partnership  is  not an investment
company.  If  the  Partnership  were determined to be an unregistered investment
company,  its  business  would  be  adversely  affected. The General Partner has
determined to take action to resolve the Partnership's status under the 1940 Act
by  means  that  may include disposing or acquiring certain assets that it might
not otherwise dispose or acquire.  See Note 10 concerning the Revised Settlement
and  the  proposed  liquidation  of  assets  and dissolution of the Partnership.

Allocation  of  Profits  and  Losses
------------------------------------
For  financial  statement  purposes,  net  income  or  loss is allocated to each
Partner  according to their respective ownership percentages (95% to the Limited
Partners and 5% to the General Partner).  See Note 9 for allocation of income or
loss  for  income  tax  purposes.
Accumulated  Other  Comprehensive  Income  (Loss)
-------------------------------------------------

Statement  of  Financial  Accounting Standards No. 130, "Reporting Comprehensive
Income,"  effective  in  1998,  requires  the disclosure of comprehensive income
(loss) to reflect changes in partners' capital that result from transactions and
economic  events from non-owner sources.  Accumulated other comprehensive income
(loss)  for  the  years  ended  December  31, 2001, 2000 and 1999 represents the
Partnership's  unrealized  gains  (losses)  on  the  investment  in  Semele:

<TABLE>
<CAPTION>

<S>                                       <C>        <C>        <C>
                                              2001       2000      1999
                                          ---------  ---------  -------

Beginning balance                         $(12,749)  $ 66,295   $     -
Adjustments related to the Partnership's
  investment in Semele                      12,749    (79,044)   66,295
                                          ---------  ---------  -------
Ending balance                            $     --   $(12,749)  $66,295
                                          =========  =========  =======
</TABLE>



Net  Income  (Loss)  and  Cash  Distributions  Per  Unit
--------------------------------------------------------
Net  income (loss) and cash distributions per Unit are based on 829,521.30 Units
outstanding during each of the three years in the period ended December 31, 2001
and  computed  after  allocation of the General Partner's 5% share of net income
(loss)  and  cash  distributions.
Provision  for  Income  Taxes
-----------------------------
No  provision  or  benefit  from  income  taxes  is included in the accompanying
financial  statements.  The  Partners  are  responsible  for  reporting  their
proportionate  shares  of the Partnership's taxable income or loss and other tax
attributes  on  their  separate  tax  returns.
New  Accounting  Pronouncements
-------------------------------

Statement  of  Financial  Accounting  Standards No. 141, "Business Combinations"
("SFAS  No.  141"),  requires  the  purchase  method  of accounting for business
combinations  initiated  after  June  30,  2001  and  eliminates  the
pooling-of-interests  method.  The Partnership believes the adoption of SFAS No.
141  has  not  had  a  material  impact  on  its  financial  statements.

Statement  of  Financial  Accounting  Standards  No.  142,  "Goodwill  and Other
Intangible  Assets"  ("SFAS  No. 142"), was issued in July 2001 and is effective
January  1, 2002.  SFAS No. 142 requires, among other things, the discontinuance
of  goodwill  amortization.  SFAS  No.  142  also  includes  provisions  for the
reclassification  of  certain  existing  recognized  intangibles  as  goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles,
reclassification of certain intangibles out of previously reported goodwill, and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS  No. 142 requires the Partnership to complete a
transitional goodwill impairment test six months from the date of adoption.  The
Partnership  believes  the  adoption  of  SFAS  No. 142 will not have a material
impact  on  its  financial  statements.

Statement  of  Financial  Accounting  Standards  No.  144  "Accounting  for  the
Impairment  or  Disposal  of  Long-Lived Assets" ("SFAS No. 144"), was issued in
October  2001  and replaces Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of".  The accounting model for long-lived assets to be disposed of
by sale applies to all long-lived assets, including discontinued operations, and
replaces  the  provisions  of  Accounting  Principles  Bulletin  Opinion No. 30,
"Reporting  Results  of  Operations  -  Reporting  the  Effects of Disposal of a
Segment  of  a  Business", for the disposal of segments of a business.  SFAS No.
144  requires  that  those  long-lived  assets  be  measured at the lower of the
carrying  amount or fair value less cost to sell, whether reported in continuing
operations  or  in  discontinued operations.  Therefore, discontinued operations
will  no  longer  be  measured  at  net  realizable value or include amounts for
operating  losses  that  have  not yet occurred.  SFAS No. 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations  that  can be distinguished from the rest of the entity and that will
be  eliminated  from  the  ongoing  operations  of  the  entity  in  a  disposal
transaction.  The  provisions  of  SFAS  No.  144  are  effective  for financial
statements  issued  for  fiscal  years  beginning  after  December 15, 2001 and,
generally, are to be applied prospectively.    The Partnership believes that the
adoption  of  SFAS  No.  144  will  not  have a material impact on its financial
statements.

NOTE  3  -  EQUIPMENT
---------------------
The following is a summary of equipment owned by the Partnership at December 31,
2001.  Remaining  Lease  Term  (Months), as used below, represents the number of
months  remaining  from  December  31,  2001 under contracted lease terms and is
presented  as  a  range  when  more than one lease agreement is contained in the
stated  equipment  category.  A  Remaining  Lease  Term  equal  to zero reflects
equipment  either  held for sale or re-lease or being leased on a month-to-month
basis.
<TABLE>
<CAPTION>

<S>                                            <C>          <C>           <C>
..                                              Remaining
..                                              Lease Term   Equipment
 Equipment Type                                   (Months)  at Cost       Location
---------------------------------------------  -----------  ------------  ---------------------

Aircraft                                              0-42  $ 8,384,248   Foreign
Trailers/intermodal containers. . . . . . . .        12-18    2,028,929   CA/OK
Materials handling. . . . . . . . . . . . . .            0      836,986   CA/IA/IL/IN/MI/MO/NC/
  .                                                                   .   NV/NY/OH/PA/SC
Furniture and fixtures. . . . . . . . . . . .            0       97,082   NY
                                                            ------------
   Total equipment cost . . . . . . . . . . .            -   11,347,245
   Accumulated depreciation        .                     -   (6,019,430)
                                                            ------------
   Equipment, net of accumulated depreciation            -  $ 5,327,815
                                                            ============
</TABLE>


In  certain  cases,  the  cost  of  the  Partnership's  equipment  represents  a
proportionate  ownership  interest.  The remaining interests are owned by EFG or
an  affiliated  equipment leasing program sponsored by EFG.  The Partnership and
each  affiliate individually report, in proportion to their respective ownership
interests,  their  respective  shares  of  assets,  liabilities,  revenues,  and
expenses  associated  with  the  equipment.  Proportionate  equipment  ownership
enabled  the  Partnership  to  further  diversify  its  equipment  portfolio  at
inception by participating in the ownership of selected assets, thereby reducing
the general levels of risk which could have resulted from a concentration in any
single  equipment  type,  industry  or  lessee.  At  December  31,  2001,  the
Partnership's  equipment  portfolio  included  equipment  having a proportionate
original  cost  of  approximately $10,413,000, representing approximately 92% of
total  equipment  cost.
Certain  of  the equipment and related lease payment streams were used to secure
term  loans  with  third-party  lenders.  The  preceding  summary  of  equipment
includes leveraged equipment having an original cost of approximately $5,522,000
and  a  net  book  value  of  approximately  $3,841,000  at  December  31, 2001.

Generally,  the  costs  associated  with maintaining, insuring and operating the
Partnership's equipment are incurred by the respective lessees pursuant to terms
specified  in  their  individual  lease  agreements  with  the  Partnership.

As equipment is sold to third parties, or otherwise disposed of, the Partnership
recognizes  a gain or loss equal to the difference between the net book value of
the  equipment at the time of sale or disposition and the proceeds realized upon
sale  or  disposition.  The  ultimate realization of estimated residual value in
the  equipment  is dependent upon, among other things, EFG's ability to maximize
proceeds  from  selling  or  re-leasing the equipment upon the expiration of the
primary  lease terms.  The summary above includes equipment held for re-lease or
sale  with  an original cost of approximately $2,014,000 and a net book value of
$907,000  at  December  31,  2001,  which represents the McDonnell Douglas MD-82
aircraft  returned  in  April 2001.  The General Partner is actively seeking the
sale  or  re-lease  of  all  equipment  not  on  lease.

The  Partnership accounts for impairment of long-lived assets in accordance with
Statement  of  Financial  Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
which was issued in March 1995.  SFAS No. 121 requires that long-lived assets be
reviewed  for  impairment  whenever  events or changes in circumstances indicate
that  the  net book value of the assets may not be recoverable from undiscounted
future  cash  flows.  During  the  year ended December 31, 2001, the Partnership
recorded  a  write-down of equipment, representing an impairment to the carrying
value  of  the  Partnership's  interest  in the McDonnell Douglas MD-82 aircraft
discussed  above.  The resulting charge of $324,000 was based on a comparison of
estimated  fair  value  and  carrying value of the Partnership's interest in the
aircraft.


NOTE  4  -  LOAN  RECEIVABLE
----------------------------
On  March 8, 2000,  the Exchange Partnerships collectively loaned $32 million to
Echelon  Residential  Holdings,  a  newly  formed  real  estate company. Echelon
Residential  Holdings  is  owned by several investors, including James A. Coyne,
Executive  Vice  President  of the general partner of EFG.  In addition, certain
affiliates  of the General Partner made loans to Echelon Residential Holdings in
their  individual  capacities.
In  the  Class  Action Lawsuit, there is a risk that the court may object to the
General  Partner's  action  in  structuring  the  loan in this way since the EFG
officer may be deemed an affiliate and the loans in violation of the prohibition
against  loans  to  affiliates  in  the  Partnership  Agreement  and the court's
statement  in  its order permitting New Investments that all other provisions of
the  Partnership  Agreements governing the investment objectives and policies of
the  Partnership  shall  remain in full force and effect.  The court may require
the  partnerships  to  restructure  or  divest  the  loan.
The  Partnership's  original  loan was $3,050,000. Echelon Residential Holdings,
through  a  wholly-owned  subsidiary  (Echelon  Residential  LLC), used the loan
proceeds  to  acquire  various  real  estate  assets  from Echelon International
Corporation, an unrelated Florida-based real estate company. The loan has a term
of  30 months, maturing on September 8, 2002, and an annual interest rate of 14%
for  the  first 24 months and 18% for the final six months. Interest accrues and
compounds  monthly  and  is  payable  at  maturity.  In  connection  with  the
transaction, Echelon Residential Holdings has pledged a security interest in all
of  its  right, title and interest in and to its membership interests in Echelon
Residential LLC to the Exchange Partnerships as collateral.  Echelon Residential
Holdings  has no material business interests other than those connected with the
real  estate  properties  owned  by  Echelon  Residential  LLC.
The  summarized  financial  information  for  Echelon Residential Holdings as of
December  31,  2001  and  2000, and for the year ended December 31, 2001 and the
period  March  8, 2000 (commencement of operations) through December 31, 2000 is
as  follows:
<TABLE>
<CAPTION>

                                             2001           2000
                                         -------------  ------------
<S>                                      <C>            <C>
 Total assets  .. . . . . . . . . . . .  $ 85,380,902   $68,580,891
 Total liabilities  . . . . . . . . . .  $ 94,352,739   $70,183,162
 Minority interest  . . . . . . . . . .  $  1,570,223   $ 2,257,367
 Total deficit   .. . . . . . . . . . .  $(10,542,060)  $(3,859,638)

 Total revenues  .. . . . . . . . . . .  $ 14,564,771   $ 5,230,212
 Total expenses, minority interest
   and equity in loss of unconsolidated
   joint venture. . . . . . . . . . . .  $ 23,137,076   $11,936,238
 Net loss  .. . . . . . . . . . . . . .  $ (8,572,305)  $(6,706,026)
</TABLE>



During  the  second  quarter  of  2001,  the  General  Partner  determined  that
recoverability  of  the  loan  receivable had been impaired and at June 30, 2001
recorded  an  impairment  of  $266,875, reflecting the General Partner's current
assessment  of  the  amount  of  loss  that  is  likely  to  be  incurred by the
Partnership.  In  addition  to  the  write-down  recorded  at June 30, 2001, the
Partnership  reserved  all  accrued  interest  of  $495,015 recorded on the loan
receivable from inception through March 31, 2001 and ceased accruing interest on
its  loan receivable from Echelon Residential Holdings, effective April 1, 2001.
The  total impairment of $761,890 is recorded as write-down of impaired loan and
interest  receivable  in  the  year  ended  December  31,  2001.

The  write-down of the loan receivable from Echelon Residential Holdings and the
related  accrued interest was precipitated principally by a slowing U.S. economy
and  its  effects on the real estate development industry.  The economic outlook
for  the  properties  that existed when the loan was funded has deteriorated and
inhibited  the  ability  of  Echelon  Residential Holdings' management to secure
low-cost  sources  of  development  capital,  including  but  not  limited  to
joint-venture  or  equity partners.  In response to these developments and lower
risk  tolerances  in  the  credit markets, the management of Echelon Residential
Holdings  decided  in  the second quarter of 2001 to concentrate its prospective
development  activities within the southeastern United States and, therefore, to
dispose  of  development  sites  located  elsewhere.  In  May  2001,  Echelon
Residential  Holdings  closed  its Texas-based development office; and since the
beginning  of  2001,  the  company has sold five of nine properties (two in July
2001, one in October 2001, one in November 2001 and one in February 2002).  As a
result  of these developments, the General Partner does not believe that Echelon
Residential  Holdings  will  realize the profit levels originally believed to be
achievable  from either selling these properties as a group or developing all of
them  as  multi-family  residential  communities.

NOTE  5  -  NET  INVESTMENT  IN  SALES-TYPE  LEASE
--------------------------------------------------

The  Partnership's  net  investment  in  a sales-type lease is the result of the
conditional  sale  of  the  Partnership's proportionate interest in a Boeing 737
aircraft  executed in October 2000. The title to the aircraft was to transfer to
Royal  Aviation  Inc.,  at  the  expiration  of the lease term.  The sale of the
aircraft  was  recorded  by  the Partnership as a sales-type lease, with a lease
term  expiring  in  January  2002.  For  the  year  ended December 31, 2000, the
Partnership  recorded  a  net gain on sale of equipment, for financial statement
purposes,  of  $121,333  for  the  Partnership's  proportional  interest  in the
aircraft  and  recognized sales-type lease revenue of $17,781 and $3,304 for the
years  ended  December  31,  2001 and 2000, respectively.  The net book value of
equipment  sold  on  the sales-type lease totaled $393,653, which was a non-cash
transaction.  The  components  of the net investment in the sales-type lease are
as  follows:
<TABLE>
<CAPTION>

<S>                                             <C>
Total minimum lease payments to be received     $26,085
Less:  Unearned income . . . . . . . . . . . .    2,536
                                                -------
            Net investment in sales-type lease  $23,549
                                                =======
</TABLE>


Unearned  income  is being amortized to revenue over the lease term, expiring in
January  2002.

In  the fourth quarter of 2001, Royal Aviation Inc. declared bankruptcy and as a
result,  has defaulted on this conditional sales agreement.  The General Partner
is  negotiating  for  the  return of the aircraft.   As of December 31, 2001, no
allowance  on  the  investment in sales-type lease was deemed necessary based on
the  comparison  of  estimated  fair  value of the Partnership's interest in the
aircraft  and  the  Partnership's  net  investment  in  the  sales-type  lease.


NOTE  6  -  INVESTMENT  SECURITIES  -  AFFILIATE AND NOTE RECEIVABLE - AFFILIATE
--------------------------------------------------------------------------------

As  a  result  of  an  exchange  transaction  in  1997,  the  Partnership is the
beneficial  owner of 40,797 shares of Semele common stock.  The Partnership also
received  a  beneficial  interest  in a note receivable from Semele ("the Semele
Note")  of  $898,405  in  connection  with  the  exchange.

The  exchange  in  1997 involved the sale by five partnerships and certain other
affiliates  of  their  beneficial  interests in three cargo vessels to Semele in
exchange  for cash, Semele common stock and the Semele Note.  At the time of the
transaction,  Semele was a public company unaffiliated with the general partners
and the partnerships.  Subsequently, as part of the exchange transaction, Semele
solicited  the consent of its shareholders to, among other things, engage EFG to
provide  administrative  services and to elect certain affiliates of EFG and the
general  partners  as  members  of the board of directors.  See Note 7.  At that
point, Semele became affiliated with EFG and the general partners.  The maturity
date  of  the Semele Note has been extended.  Since the Semele Note was received
as  consideration for the sale of the cargo vessels to an unaffiliated party and
the  extension  of the maturity of the Semele Note is documented in an amendment
to  the  existing Semele Note and not as a new loan, the general partners of the
owner  partnerships do not consider the Semele Note to be within the prohibition
in  the  Partnership Agreements against loans to or from the General Partner and
its  affiliates.  Nonetheless,  the  extension  of  the  maturity  date might be
construed  to  be the making of a loan to an affiliate of the General Partner in
violation  of  the  Partnership Agreements of the owner partnerships and to be a
violation  of  the  court's order with respect to New Investments that all other
provisions  of the Partnership Agreements shall remain in full force and effect.

In  accordance with the Financial Accounting Standard Board's Statement No. 115,
Accounting  for  Certain  Investments  in Debt and Equity Securities, marketable
equity securities classified as available-for-sale are required to be carried at
fair  value.  During the year ended December 31, 1999, the Partnership increased
the  carrying  value of its investment in Semele common stock to $5.75 per share
(the quoted price of the Semele stock on NASDAQ Small Cap market at December 31,
1999),  resulting  in  an unrealized gain of $66,295.  At December 31, 2000, the
Partnership  decreased  the  carrying  value  of its investment in Semele common
stock to $3.8125 per share (the quoted price of the Semele stock on NASDAQ Small
Cap market at the date the stock traded closest to December 31, 2000), resulting
in  an  unrealized  loss  of  $79,044.  The  unrealized  gain  in  1999  and the
unrealized  loss  in  2000  were  each  reported as a component of comprehensive
income,  included  in  the  Statement  of  Changes  in  Participants'  Capital.

At  both  March  31,  2001 and December 31, 2001, the General Partner determined
that  the  decline  in  market  value  of  its  Semele  common  stock  was
other-than-temporary.  As  a  result,  on  March 31, 2001, the Partnership wrote
down  the  carrying  value  of the Semele common stock to $3.3125 per share (the
quoted  price  of the Semele stock on the NASDAQ SmallCap Market on the date the
stock  traded closest to March 31, 2001).  At December 31, 2001, the Partnership
again  wrote  down  the  carrying  value of the Semele common stock to $1.90 per
share  (the  quoted  price of Semele stock on OTC Bulletin Board on the date the
stock  traded  closest to December 31, 2001), resulting in a total realized loss
of  $90,774  for  2001.

The  Semele Note bears an annual interest rate of 10% and is scheduled to mature
in April 2003.  The note also requires mandatory principal reductions, if and to
the extent that net proceeds are received by Semele from the sale or refinancing
of its principal real estate asset consisting of an undeveloped 274-acre of land
near  Malibu, California.  The Partnership recognized interest income related to
the  Semele  Note  of $89,841 in each of the years ended December 31, 2001, 2000
and  1999.


NOTE  7  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

     All  operating  expenses  incurred  by  the  Partnership are paid by EFG on
behalf  of  the  Partnership  and  EFG is reimbursed at its actual cost for such
expenditures.  Fees and other costs incurred during the years ended December 31,
2001, 2000 and 1999, which were paid or accrued by the Partnership to EFG or its
Affiliates,  are  as  follows:

<TABLE>
<CAPTION>

<S>                              <C>         <C>       <C>
                                       2001      2000      1999
                                 ----------  --------  --------

Equipment management fees . . .  $   87,396  $ 70,654  $113,344
Administrative charges. . . . .      90,321   135,849   118,693
Reimbursable operating expenses
   due to third parties . . . .   1,000,991   620,027   385,854
                                 ----------  --------  --------

 Total. . . . . . . . . . . . .  $1,178,708  $826,530  $617,891
                                 ==========  ========  ========
</TABLE>



As  provided under the terms of the Management Agreement, EFG is compensated for
its  services  to  the  Partnership.  Such  services  include  acquisition  and
management  of  equipment.  For  acquisition services, EFG was compensated by an
amount  equal  to  2.23%  of  Equipment Base Price paid by the Partnership.  For
management  services,  EFG  is  compensated  by  an  amount equal to 5% of gross
operating  lease  rental  revenues  and  2%  of  gross  full payout lease rental
revenues  received by the Partnership.  Both acquisition and management fees are
subject  to  certain  limitations  defined  in  the  Management  Agreement.

Administrative charges represent amounts owed to EFG, pursuant to Section 9.4(c)
of  the  Restated  Agreement,  as  amended,  for persons employed by EFG who are
engaged  in  providing administrative services to the Partnership.  Reimbursable
operating expenses due to third parties represent costs paid by EFG on behalf of
the  Partnership  which  are  reimbursed  to  EFG  at  actual  cost.

All  equipment  was  acquired  from  EFG, one of its affiliates, including other
equipment  leasing  programs sponsored by EFG, or from third-party sellers.  The
Partnership's  Purchase  Price was determined by the method described in Note 2,
Equipment  on  Lease.

All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow  account  prior  to  remittance to the Partnership.  At
December  31,  2001,  the Partnership was owed $50,494 by EFG for such funds and
the  interest  thereon.  These funds were remitted to the Partnership in January
2002.

Certain  affiliates  of  the  General  Partner  own  Units in the Partnership as
follows:
<TABLE>
<CAPTION>

<S>                                       <C>          <C>
                                          Number of    Percent of Total
Affiliate                                 Units Owned  Outstanding Units

Atlantic Acquisition Limited Partnership       35,049               4.23%
----------------------------------------  -----------  ------------------

Old North Capital Limited Partnership           1,511               0.18%
----------------------------------------  -----------  ------------------
</TABLE>


Atlantic  Acquisition Limited Partnership ("AALP") and Old North Capital Limited
Partnership  ("ONC") are both Massachusetts Limited Partnerships formed in 1995.
The  general  partners  of  AALP and ONC are controlled by Gary Engle.  EFG owns
limited  partnership  interests,  representing substantially all of the economic
benefit,  in  AALP  and  the  limited  partnership interests of ONC are owned by
Semele.  Gary  D.  Engle  is  Chairman and Chief Executive Officer of Semele and
President,  Chief  Executive  Officer,  sole  shareholder  and Director of EFG's
general  partner.  James  A.  Coyne,  Executive  Vice  President  of the general
partner  of  EFG,  is Semele's President and Chief Operating Officer.  Mr. Engle
and Mr. Coyne are both members of the Board of Directors of, and own significant
stock  in,  Semele.


NOTE  8  -  NOTES  PAYABLE
--------------------------

Notes  payable  at December 31, 2001 consisted of two installment notes totaling
$2,230,418  payable  to  banks  and institutional lenders which bear an interest
rate  of  either 7.03% or 7.65%.  Both of the installment notes are non-recourse
and  are  collateralized  by  the  equipment and assignment of the related lease
payments.  The  installment  notes  amortize  monthly  and  in  addition,  the
Partnership has a balloon payment obligation at the expiration of the lease term
related to one of the two aircraft leased to Aerovias de Mexico, S.A. de C.V. of
391,567  in  September  2004.

In  February  2001,  the  Partnership and certain affiliated investment programs
(collectively  "the  Programs")  refinanced  the  outstanding  indebtedness  and
accrued interest related to the aircraft on lease to Aerovias de Mexico, S.A. de
C.V.  In  addition  to refinancing the Programs' total existing indebtedness and
accrued  interest  of $4,758,845, the Programs received additional debt proceeds
of  $3,400,177.  The  Partnership's  aggregate  share  of the refinanced and new
indebtedness  was  $1,174,165  including  $684,845  used  to  repay the existing
indebtedness  on the refinanced aircraft.  The Partnership used a portion of its
share of the additional proceeds of $489,320 to repay the outstanding balance of
the  indebtedness  and  accrued  interest  related  to  the aircraft on lease to
Finnair  OY  of  $126,782  and  certain  aircraft reconfiguration costs that the
Partnership  had  accrued  at  December  31,  2000.

In  June  2001,  the  Partnership  and  certain  affiliated  investment programs
(collectively,  the  "Reno  Programs")  executed  an agreement with the existing
lessee,  Reno  Air,  Inc.  ("Reno"), to early terminate the lease of a McDonnell
Douglas  MD-87  aircraft  that  had  been  scheduled  to expire in January 2003.
Coincident with the termination of the Reno lease, the aircraft was re-leased to
Aerovias  de  Mexico,  S.A.  de  C.V.  for  a term of four years.  (See Note 2 -
Revenue  Recognition).  The  Reno  Programs executed a debt agreement with a new
lender  collateralized by the aircraft and assignment of the Aerovias de Mexico,
S.A.  de  C.V.  lease  payments.  The  Reno  Programs  received debt proceeds of
$5,316,482,  of  which  the Partnership's share was $1,372,708.  The Partnership
used  the new debt proceeds and a portion of certain other receipts from Reno to
repay  the  outstanding  balance  of  the  existing  indebtedness related to the
aircraft  of  $1,437,109  and  accrued  interest  and  fees  of  $21,410.

Management  believes that the carrying amount of notes payable approximates fair
value  at  December  31,  2001  based on its experience and understanding of the
market  for  instruments  with  similar  terms.

The  annual  maturities  of  the  notes  payable  are  as  follows:

<TABLE>
<CAPTION>

<S>                                 <C>    <C>
  For the year ending December 31,   2002  $  543,582
                                     2003     582,871
                                     2004     932,346
                                     2005     171,619
                                           ----------
..                                   Total  $2,230,418
                                           ==========

</TABLE>




NOTE  9  -  INCOME  TAXES
-------------------------

The  Partnership  is  not  a  taxable  entity  for  federal income tax purposes.
Accordingly,  no provision for income taxes has been recorded in the accounts of
the  Partnership.  For  financial  statement purposes, the Partnership allocates
net  income  or  loss  to  each  class  of partner according to their respective
ownership  percentages  (95%  to  the  Limited  Partners  and  5% to the General
Partner).  This  convention  differs  from  the  income  or  loss  allocation
requirements  for income tax and Dissolution Event purposes as delineated in the
Restated  Agreement,  as  amended.  For  income  tax  purposes,  the Partnership
allocates  net  income  or  net  loss  in accordance with the provisions of such
agreement.  The  Restated  Agreement, as amended, requires that upon dissolution
of  the  Partnership,  the General Partner will be required to contribute to the
Partnership  an  amount  equal  to  any  negative balance which may exist in the
General  Partner's  tax  capital  account.  At  December  31,  2001, the General
Partner  had  a  positive  tax  capital  account  balance.

The  following  is  a  reconciliation  between  net  income  (loss) reported for
financial  statement  and  federal  income  tax reporting purposes for the years
ended  December  31,  2001,  2000  and  1999:

<TABLE>
<CAPTION>

<S>                                                <C>           <C>        <C>
                                                          2001       2000         1999
                                                   ------------  ---------  -----------

Net income (loss) . . . . . . . . . . . . . . . .  $(1,299,057)  $536,274   $1,118,389
 Write-down of loan receivable. . . . . . . . . .      266,875         --           --
      Bad debt expense   .                              58,257         --           --
 Write-down of investment securities -
         affiliate. . . . . . . . . . . . . . . .       90,774         --           --
 Financial statement depreciation in
          excess of (less than) tax depreciation.      (47,066)   183,187     (482,989)
 Deferred rental income . . . . . . . . . . . . .      (42,588)   (22,233)       3,632
 Other. . . . . . . . . . . . . . . . . . . . . .       27,486     85,282        9,472
                                                   ------------  ---------  -----------
Net income (loss) for federal income tax
 reporting purposes . . . . . . . . . . . . . . .  $  (945,319)  $782,510   $  648,504
                                                   ============  =========  ===========
</TABLE>



The  principal  component  of "Other" consists of the difference between the tax
--------------------------------------------------------------------------------
and  financial  statement  gain  or  loss  on  equipment  disposals.
--------------------------------------------------------------------

The  following  is  a  reconciliation  between  partners'  capital  reported for
--------------------------------------------------------------------------------
financial  statement  and  federal  income  tax reporting purposes for the years
--------------------------------------------------------------------------------
ended  December  31,  2001  and  2000:
--------------------------------------


<TABLE>
<CAPTION>

<S>                                                           <C>           <C>
                                                                     2001          2000
                                                              ------------  ------------

Partners' capital. . . . . . . . . . . . . . . . . . . . . .  $ 8,900,816   $10,187,124
 Add back selling commissions and organization
    and offering costs . . . . . . . . . . . . . . . . . . .    2,323,619     2,323,619
 Unrealized loss on investment securities - affiliate. . . .           --        12,749
 Cumulative difference between federal income tax
    and financial statement income (loss). . . . . . . . . .   (3,389,010)   (3,742,748)
                                                              ------------  ------------
Partners' capital for federal income tax reporting purposes.  $ 7,835,425   $ 8,780,744
                                                              ============  ============
</TABLE>



Unrealized  gain  on  investment  securities  and  cumulative difference between
--------------------------------------------------------------------------------
federal  income  tax  and  financial  statement  income  (loss) represent timing
--------------------------------------------------------------------------------
differences.
------------

NOTE  10  -  LEGAL  PROCEEDINGS
-------------------------------

In  January  1998,  certain  plaintiffs  (the  "Plaintiffs")  filed  a class and
derivative  action, captioned Leonard Rosenblum, et al. v. Equis Financial Group
                              --------------------------------------------------
Limited  Partnership,  et  al.,  in  the  United  States  District Court for the
-----------------------------
Southern  District  of  Florida  (the  "Court") on behalf of a proposed class of
-------
investors  in  28  equipment  leasing  programs  sponsored by EFG, including the
----
Partnership  (collectively,  the "Nominal Defendants"), against EFG and a number
----
of  its  affiliates, including the General Partner, as defendants (collectively,
the  "Defendants").  Certain  of  the Plaintiffs, on or about June 24, 1997, had
filed an earlier derivative action, captioned Leonard Rosenblum, et al. v. Equis
-                                             ----------------------------------
Financial  Group  Limited  Partnership,  et  al.,  in  the Superior Court of the
-----------------------------------------------
Commonwealth  of  Massachusetts  on behalf of the Nominal Defendants against the
------
Defendants.  Both  actions  are  referred  to  herein collectively as the "Class
--
Action  Lawsuit".
--

The  Plaintiffs have asserted, among other things, claims against the Defendants
on  behalf  of  the Nominal Defendants for violations of the Securities Exchange
Act of 1934, common law fraud, breach of contract, breach of fiduciary duty, and
violations  of  the  partnership  or  trust  agreements  that govern each of the
Nominal  Defendants.  The Defendants have denied, and continue to deny, that any
of them have committed or threatened to commit any violations of law or breached
any  fiduciary  duties  to  the  Plaintiffs  or  the  Nominal  Defendants.

On August 20, 1998, the court preliminarily approved a Stipulation of Settlement
setting  forth  terms pursuant to which a settlement of the Class Action Lawsuit
was  intended  to  be  achieved  and  which, among other things, was at the time
expected  to reduce the burdens and expenses attendant to continuing litigation.
Subsequently  an  Amended  Stipulation  of Settlement was approved by the court.
The  Amended  Stipulation,  among other things, divided the Class Action Lawsuit
into  two  separate  sub-classes that could be settled individually.  On May 26,
1999,  the  Court issued an Order and Final Judgment approving settlement of one
of  the  sub-classes.  Settlement  of  the  second  sub-class,  involving  the
Partnership and 10 affiliated partnerships remained pending due, in part, to the
complexity  of  the proposed settlement pertaining to this class. The settlement
of  the  Partnership  sub-class  was  premised  on  the  consolidation  of  the
Partnerships'  net  assets (the "Consolidation"), subject to certain conditions,
into  a  single  successor  company.  The  potential  benefits  and risks of the
Consolidation  were  to  be  presented in a Solicitation Statement that would be
mailed  to  all  of  the  partners  of  the Exchange Partnerships as soon as the
associated  Securities  and  Exchange  Commission  review process was completed.


On May 15, 2001, Defendants' Counsel reported to the court that, notwithstanding
the parties' best efforts, the review of the solicitation statement by the staff
of  the  SEC  in  connection  with  the  proposed settlement of the Class Action
Lawsuit had not been completed.  Nonetheless, the Defendants stated their belief
that  the  parties  should  continue to pursue the court's final approval of the
proposed  settlement.

Plaintiffs' Counsel also reported that the SEC review has not been concluded and
that  they  had notified the Defendants that they would not agree to continue to
stay  the  further  prosecution of the litigation in favor of the settlement and
that  they  intended  to  seek  court  approval  to  immediately  resume  active
prosecution  of  the claims of the Plaintiffs. Subsequently, the court issued an
order setting a trial date of March 4, 2002, referring the case to mediation and
referring  discovery  to  a  magistrate  judge.

The  Defendant's  and  Plaintiff's  Counsel  continued  to  negotiate  toward  a
settlement  and  have  reached  agreement on a Revised Stipulation of Settlement
(the "Revised Settlement") that does not involve a Consolidation. As part of the
Revised  Settlement,  EFG  has  agreed  to  buy  the  loans made by the Exchange
Partnerships  to  Echelon  Residential  Holdings for an aggregate of $32 million
plus  interest  at  7.5%  per annum, if they are not repaid prior to or at their
scheduled  maturity  date.  The  Revised  Settlement  also  provides  for  the
liquidation  of  the  Exchange Partnerships' assets, a cash distribution and the
dissolution  of  the  Partnerships  including the liquidation and dissolution of
this  Partnership.  The  court  held  a hearing on March 1, 2002 to consider the
Revised  Settlement.  After the hearing, the court issued an order preliminarily
approving  the Revised Settlement and providing for the mailing of notice to the
Operating  Partnership  Sub-Class  of  a  hearing  on  June 7, 2002 to determine
whether  the  settlement  on  the  terms and conditions set forth in the Revised
Settlement  is  fair,  reasonable and adequate and should be finally approved by
the court and a final judgment entered in the matter.    The Partnership's share
of  legal  fees  and  expenses  related  to  the  Class  Action  Lawsuit and the
Consolidation was estimated to be approximately $496,000, of which approximately
$316,000  was  expensed  by  the  Partnership  in 1998 and additional amounts of
$89,000,  $41,000,  and  $50,000 were expensed by the Partnership in 2001, 2000,
and  1999,  respectively.


NOTE  11  -  QUARTERLY  RESULTS  OF  OPERATIONS  (Unaudited)
------------------------------------------------------------

The  following is a summary of the quarterly results of operations for the years
ended  December  31,  2001  and  2000:

                                         Three Months Ended
<TABLE>
<CAPTION>


                                               March 31,    June 30,    September 30,    December 31,      Total
                                               ----------  ----------  ---------------  --------------  ------------
<S>                                            <C>         <C>         <C>              <C>             <C>
                                                     2001
                                               ----------

Total operating and sales-type lease revenue.  $  383,288  $ 553,150   $      332,797   $     289,133   $ 1,558,368
Net income (loss) . . . . . . . . . . . . . .     181,224   (970,714)        (268,510)       (241,057)   (1,299,057)
Net income (loss) per
  limited partnership unit. . . . . . . . . .        0.21      (1.11)           (0.31)          (0.28)        (1.49)

                                                     2000
                                               ----------

Total operating and sales-type lease revenue.  $  355,850  $ 373,877   $      324,219   $     421,641   $ 1,475,587
Net income (loss) . . . . . . . . . . . . . .      85,934    228,591          (51,803)        273,552       536,274
Net income (loss) per
  limited partnership unit. . . . . . . . . .        0.10       0.26            (0.06)           0.31          0.61
</TABLE>



The Partnership's net loss in the three months ended June 30, 2001, is primarily
the  result  of  a  write-down of the impaired loan and interest receivable from
Echelon  Residential  Holdings  and  a  write-down  of equipment of $761,890 and
$280,000,  respectively.


<PAGE>

                                       54


                        ADDITIONAL FINANCIAL INFORMATION


<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

         SCHEDULE OF EXCESS (DEFICIENCY) OF TOTAL CASH GENERATED TO COST
                              OF EQUIPMENT DISPOSED

              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999


The  Partnership  classifies  all rents from leasing equipment as lease revenue.
Upon  expiration  of the primary lease terms, equipment may be sold, rented on a
month-to-month  basis  or re-leased for a defined period under a new or extended
lease  agreement.  The  proceeds  generated  from  selling  or  re-leasing  the
equipment,  in  addition  to  any  month-to-month  revenue,  represent the total
residual  value  realized  for each item of equipment.  Therefore, the financial
statement gain or loss, which reflects the difference between the net book value
of  the  equipment  at the time of sale or disposition and the proceeds realized
upon  sale  or  disposition  may  not  reflect  the  aggregate residual proceeds
realized  by  the  Partnership  for  such  equipment.

The following is a summary of cash excess associated with equipment dispositions
occurring  in  the  years  ended  December  31,  2001,  2000  and  1999.

<TABLE>
<CAPTION>


                                                   2001       2000        1999
                                                 --------  ----------  ----------
<S>                                              <C>       <C>         <C>
Rents earned prior to disposal of
  equipment, net of interest charges             $395,791  $3,268,440  $2,730,799

Sale proceeds realized upon
  disposition of equipment                         15,146     442,177     428,377
                                                 --------  ----------  ----------

Total cash generated from rents
  and equipment sale proceeds                     410,937   3,710,617   3,159,176

Original acquisition cost of equipment disposed   296,606   2,925,539   2,082,078
                                                 --------  ----------  ----------

Excess of total cash generated to cost
  of equipment disposed                          $114,331  $  785,078  $1,077,098
                                                 ========  ==========  ==========
</TABLE>



<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

            STATEMENT OF CASH AND DISTRIBUTABLE CASH FROM OPERATIONS,
                             SALES AND REFINANCINGS

                      FOR THE YEAR ENDED DECEMBER 31, 2001



<TABLE>
<CAPTION>


                                                             .          Sales and
                                                         Operations   Refinancings      Total
                                                        ------------  -------------  ------------
<S>                                                     <C>           <C>            <C>
Net income (loss)                                       $(1,314,203)  $      15,146  $(1,299,057)

Add:
  Depreciation                                              670,073               -      670,073
  Collections on investment in sales-type lease             313,020               -      313,020
  Bad debt expense                                           58,257               -       58,257
  Write-down of equipment                                   324,000               -      324,000
  Management fees                                            87,396               -       87,396
  Write-down of impaired loan and interest receivable       761,890               -      761,890
  Write-down of investment securities - affiliate            90,774               -       90,774
  Book value of disposed equipment                                -               -            -
Less:
  Sales-type lease revenue                                  (17,781)              -      (17,781)
  Principal reduction of notes payable                   (2,123,954)              -   (2,123,954)
                                                        ------------  -------------  ------------
  Cash from operations, sales and refinancings           (1,150,528)         15,146   (1,135,382)

Less:
  Management fees                                           (87,396)              -      (87,396)
                                                        ------------  -------------  ------------

  Distributable cash from operations,
    sales and refinancings                               (1,237,924)         15,146   (1,222,778)

Other sources and uses of cash:
  Cash and cash equivalents at beginning of year          1,887,541               -    1,887,541
  Net change in receivables and accruals                     78,122               -       78,122
  Net proceeds from notes payable refinancing                     -       1,862,028    1,862,028
                                                        ------------  -------------  ------------

Cash and cash equivalents at end of year                $   727,739   $   1,877,174  $ 2,604,913
                                                        ============  =============  ============
</TABLE>



<PAGE>
                            AMERICAN INCOME FUND I-D,
                       A MASSACHUSETTS LIMITED PARTNERSHIP

                       SCHEDULE OF COSTS REIMBURSED TO THE
                 GENERAL PARTNER AND ITS AFFILIATES AS REQUIRED
                   BY SECTION 9.4 OF THE AMENDED AND RESTATED
                AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP

                      FOR THE YEAR ENDED DECEMBER 31, 2001


For  the  year  ended  December 31, 2001, the Partnership reimbursed the General
Partner  and  its  Affiliates  for  the  following  costs:


     Operating  expenses     $     912,487



<PAGE>



Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
--------------------------------------------------------------------------------
Financial  Disclosure.
----------------------

None.

<PAGE>
PART  III

Item  10.  Directors  and  Executive  Officers  of  the  Partnership.
---------------------------------------------------------------------

     (a-b)  Identification  of  Directors  and  Executive  Officers

The  Partnership  has  no Directors or Officers.  As indicated in Item 1 of this
report,  AFG  Leasing  VI  Incorporated  is  the  sole  General  Partner  of the
Partnership.  Under  the  Restated Agreement, as amended, the General Partner is
solely  responsible  for  the  operation  of  the Partnership's properties.  The
Limited  Partners  have  no  right  to  participate  in  the  control  of  the
Partnership's  general  operations,  but  they do have certain voting rights, as
described  in  Item  12 herein.  The names, titles and ages of the Directors and
Executive  Officers  of the General Partner as of March 15, 2002 are as follows:

DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  GENERAL  PARTNER  (See  Item  13)
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                  Name                     Title                      Age    Term
----------------------  --------------------------------------------  ---  ---------
<S>                     <C>                                           <C>  <C>
Geoffrey A. MacDonald   Chairman of the general                         .  Until a
..                       partner of EFG and a Director                   .  successor
..                       of the General Partner                         53  is duly
..                                                                  .    .  elected
Gary D. Engle           President and Chief Executive                   .  and
..                       Officer of the general partner of EFG           .  qualified
..                       and President and a Director                    .
..                       of the General Partner                         53

Michael J. Butterfield  Executive Vice President and Chief
..                       Operating Officer of the general partner
..                       of EFG and Treasurer of the General Partner    42

Gail D. Ofgant          Senior Vice President, Lease Operations
..                       of the general partner of EFG and
..                       Senior Vice President of the General Partner   36
</TABLE>


     (c)  Identification  of  Certain  Significant  Persons
-----------------------------------------------------------

None.
-----

     (d)  Family  Relationship
------------------------------

No  family relationship exists among any of the foregoing Partners, Directors or
--------------------------------------------------------------------------------
Executive  Officers.
--------------------

 (e)  Business  Experience
--------------------------

Mr. MacDonald, age 53, has been a Director of the General Partner since 1990 and
--------------------------------------------------------------------------------
also  served  as  its President from 1990 through August 2001.  Mr. MacDonald is
--------------------------------------------------------------------------------
also  Chairman  of  the Board of the general partner of EFG.  Mr. McDonald was a
--------------------------------------------------------------------------------
co-founder  of  EFG's predecessor, American Finance Group, which was established
--------------------------------------------------------------------------------
in  1980.  Mr.  MacDonald  is  a  member  of  the  Board  of Managers of Echelon
--------------------------------------------------------------------------------
Development  Holdings  LLC   Prior  to  co-founding  American Finance Group, Mr.
--------------------------------------------------------------------------------
MacDonald  held  various  positions  in  the  equipment leasing industry and the
--------------------------------------------------------------------------------
ethical  pharmaceutical  industry with Eli Lilly & Company.  Mr. MacDonald holds
--------------------------------------------------------------------------------
an  M.B.A.  from  Boston  College  and  a  B.A.  degree  from  the University of
--------------------------------------------------------------------------------
Massachusetts  (Amherst).
-------------------------

Mr.  Engle,  age  53,  is Director and President of the General Partner and sole
--------------------------------------------------------------------------------
shareholder,  Director,  President  and  Chief  Executive  Officer  of  Equis
-----------------------------------------------------------------------------
Corporation,  the general partner of EFG.   Mr. Engle is also Chairman and Chief
--------------------------------------------------------------------------------
Executive  Officer  of Semele Group Inc. ("Semele") and a member of the Board of
--------------------------------------------------------------------------------
Managers  of  Echelon  Development Holdings LLC.  Mr. Engle controls the general
--------------------------------------------------------------------------------
partners  of  Atlantic  Acquisition  Limited  Partnership ("AALP") and Old North
--------------------------------------------------------------------------------
Capital  Limited  Partnership ("ONC"). Mr. Engle joined EFG in 1990 and acquired
--------------------------------------------------------------------------------
control of EFG and its subsidiaries in December 1994.  Mr. Engle co-founded Cobb
--------------------------------------------------------------------------------
Partners Development, Inc., a real estate and mortgage banking company, where he
--------------------------------------------------------------------------------
was a principal from 1987 to 1989.  From 1980 to 1987, Mr. Engle was Senior Vice
--------------------------------------------------------------------------------
President  and  Chief  Financial Officer of Arvida Disney Company, a large-scale
--------------------------------------------------------------------------------
community development organization owned by Walt Disney Company.  Prior to 1980,
--------------------------------------------------------------------------------
Mr.  Engle  served  in various management consulting and institutional brokerage
--------------------------------------------------------------------------------
capacities.  Mr.  Engle  has an M.B.A. degree from Harvard University and a B.S.
--------------------------------------------------------------------------------
degree  from  the  University  of  Massachusetts  (Amherst).
------------------------------------------------------------

Mr.  Butterfield,  age  42, has served as Treasurer of the General Partner since
--------------------------------------------------------------------------------
1996.  Joining  EFG  in  June  1992, Mr. Butterfield is currently Executive Vice
--------------------------------------------------------------------------------
President,  Chief  Operating Officer, Treasurer and Clerk of the general partner
--------------------------------------------------------------------------------
of EFG.  Mr. Butterfield is also Chief Financial Officer and Treasurer of Semele
--------------------------------------------------------------------------------
and  Vice  President, Finance and Clerk of Equis/Echelon Management Corporation,
--------------------------------------------------------------------------------
the  manager  of Echelon Residential LLC.  Prior to joining EFG, Mr. Butterfield
--------------------------------------------------------------------------------
was  an  audit  manager  with  Ernst  & Young LLP, which he joined in 1987.  Mr.
--------------------------------------------------------------------------------
Butterfield was also employed in public accounting and industry positions in New
--------------------------------------------------------------------------------
Zealand  and  London  (UK)  prior  to  coming  to the United States in 1987. Mr.
--------------------------------------------------------------------------------
Butterfield  attained  his  Associate Chartered Accountant (A.C.A.) professional
--------------------------------------------------------------------------------
qualification  in  New  Zealand and has completed his C.P.A. requirements in the
--------------------------------------------------------------------------------
United  States.  Mr.  Butterfield  holds  a Bachelor of Commerce degree from the
--------------------------------------------------------------------------------
University  of  Otago,  Dunedin,  New  Zealand.
-----------------------------------------------

Ms.  Ofgant,  age 36, has served as Senior Vice President of the General Partner
--------------------------------------------------------------------------------
since  1998.  Ms.  Ofgant  joined EFG in July 1989 and held various positions in
--------------------------------------------------------------------------------
the organization before becoming Senior Vice President of the general partner of
--------------------------------------------------------------------------------
EFG  in  1998.  Ms.  Ofgant  is  Senior  Vice  President  and Assistant Clerk of
--------------------------------------------------------------------------------
Equis/Echelon  Management  Corporation,  the manager of Echelon Residential LLC.
--------------------------------------------------------------------------------
From  1987  to  1989, Ms. Ofgant was employed by Security Pacific National Trust
--------------------------------------------------------------------------------
Company.  Ms.  Ofgant  holds  a  B.S.  degree  from  Providence  College.
-------------------------------------------------------------------------

     (f)  Involvement  in  Certain  Legal  Proceedings
------------------------------------------------------

None.
-----

     (g)  Promoters  and  Control  Persons
------------------------------------------

Not  applicable.
----------------

Item  11.  Executive  Compensation.
-----------------------------------

     (a)  Cash  Compensation

Currently,  the  Partnership  has no employees.  However, under the terms of the
Restated Agreement, as amended, the Partnership is obligated to pay all costs of
personnel  employed  full or part-time by the Partnership, including officers or
employees  of  the  General  Partner or its Affiliates.  There is no plan at the
present  time  to  make  any officers or employees of the General Partner or its
Affiliates  employees of the Partnership.  The Partnership has not paid and does
not  propose to pay any options, warrants or rights to the officers or employees
of  the  General  Partner  or  its  Affiliates.

     (b)  Compensation  Pursuant  to  Plans

None.

     (c)  Other  Compensation

Although  the Partnership has no employees, as discussed in Item 11(a), pursuant
to  Section 9.4(c) of the Restated Agreement, as amended, the Partnership incurs
a  monthly  charge  for  personnel  costs  of the Manager for persons engaged in
providing  administrative  services  to  the  Partnership.  A description of the
remuneration  paid  by  the  Partnership  to  the  Manager  for such services is
included  in  Item 13 herein, and in Note 7 to the financial statements included
in  Item  8,  herein.

     (d)     Stock  Options  and  Stock  Appreciation  Rights.

Not  applicable.

     (e)     Long-Term  Incentive  Plan  Awards  Table.

Not  applicable.

     (f)     Defined  Benefit  or  Actuarial  Plan  Disclosure.

Not  applicable.

     (g)  Compensation  of  Directors

None.

     (h)  Termination  of  Employment  and  Change  of  Control  Arrangement

There exists no remuneration plan or arrangement with the General Partner or its
Affiliates which results or may result from their resignation, retirement or any
other  termination.

Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.
--------------------------------------------------------------------------------

By  virtue  of its organization as a limited partnership, the Partnership has no
securities  outstanding  possessing  traditional  voting  rights.  However,  as
provided  in  Section  10.2(a) of the Restated Agreement, as amended (subject to
Sections  10.2(b)  and  10.3),  a  majority interest of the Limited Partners has
voting  rights  with  respect  to:

1.     Amendment  of  the  Restated  Agreement;

2.     Termination  of  the  Partnership;

3.     Removal  of  the  General  Partner;  and

4.     Approval  or disapproval of the sale of all, or substantially all, of the
assets  of the Partnership (except in the orderly liquidation of the Partnership
upon  its  termination  and  dissolution).

No person or group is known by the General Partner to own beneficially more than
5%  of  the  Partnership's  829,521.30  outstanding  Units as of March 15, 2002.

The  ownership  and  organization  of EFG is described in Item 1 of this report.

Item  13.  Certain  Relationships  and  Related  Transactions.
--------------------------------------------------------------

The  General  Partner  of  the  Partnership  is  AFG Leasing VI Incorporated, an
affiliate  of  EFG.

     (a)  Transactions  with  Management  and  Others

All  operating expenses incurred by the Partnership are paid by EFG on behalf of
the  Partnership and EFG is reimbursed at its actual cost for such expenditures.
Fees and other costs incurred during the years ended December 31, 2001, 2000 and
1999,  which  were  paid or accrued by the Partnership to EFG or its Affiliates,
are  as  follows:

<TABLE>
<CAPTION>

<S>                              <C>         <C>       <C>
                                       2001      2000      1999
                                 ----------  --------  --------

Equipment management fees . . .  $   87,396  $ 70,654  $113,344
Administrative charges. . . . .      90,321   135,849   118,693
Reimbursable operating expenses
   due to third parties . . . .   1,000,991   620,027   385,854
                                 ----------  --------  --------

 Total                           $1,178,708  $826,530  $617,891
                                 ==========  ========  ========
</TABLE>



As  provided under the terms of the Management Agreement, EFG is compensated for
its  services  to  the  Partnership.  Such  services  include  acquisition  and
management  of  equipment.  For  acquisition services, EFG was compensated by an
amount  equal  to  2.23%  of  Equipment Base Price paid by the Partnership.  For
management  services,  EFG  is  compensated  by  an  amount equal to 5% of gross
operating lease rental revenues and 2% of gross full payout lease rental revenue
received  by  the Partnership.  Both acquisition and management fees are subject
to  certain  limitations  defined  in  the  Management  Agreement.

Administrative charges represent amounts owed to EFG, pursuant to Section 9.4(c)
of  the  Restated  Agreement,  as  amended,  for persons employed by EFG who are
engaged  in  providing  administrative services to the Partnership. Reimbursable
operating expenses due to third parties represent costs paid by EFG on behalf of
the  Partnership  which  are  reimbursed  to  EFG  at  actual  cost.

All  equipment was purchased from EFG, one of its affiliates or from third-party
sellers.  The  Partnership's  acquisition  cost  was  determined  by  the method
described  in  Note  2  to  the financial statements included in Item 8, herein.

As  a  result of an exchange in 1997, the Partnership is the beneficial owner of
40,797  shares  of Semele common stock and holds a beneficial interest in a note
from  Semele  (the "Semele Note") of $898,405.  The Semele Note matures in April
2003  and  bears  an  annual  interest  rate  of  10%  with  mandatory principal
reductions  prior  to  maturity,  if  and  to  the  extent that net proceeds are
received  by  Semele  from  the sale or refinancing of its principal real estate
asset  consisting  of  an  undeveloped  274-acre  parcel  of  land  near Malibu,
California.  For  further  discussion,  see  Note  6,  "Investment  Securities -
Affiliate  and  Note Receivable - Affiliate to the financial statements included
in Item 8 herein and Item 10.  Management believes fair value of the Semele Note
approximates  its  carrying  value.

The  exchange  in  1997 involved the sale by five partnerships and certain other
affiliates  of  their  beneficial  interests in three cargo vessels to Semele in
exchange  for cash, Semele common stock and the Semele Note.  At the time of the
transaction,  Semele was a public company unaffiliated with the general partners
and the partnerships.  Subsequently, as part of the exchange transaction, Semele
solicited  the consent of its shareholders to, among other things, engage EFG to
provide  administrative  services and to elect certain affiliates of EFG and the
general  partners  as  members of the board of directors.  At that point, Semele
became  affiliated  with EFG and the general partners.  The maturity date of the
Semele  Note  has  been  extended.  Since  the  Semele  Note  was  received  as
consideration for the sale of the cargo vessels to an unaffiliated party and the
extension  of  the  maturity of the Semele Note is documented in an amendment to
the  existing  Semele  Note  and  not as a new loan, the general partners of the
owner  partnerships do not consider the Semele Note to be within the prohibition
in  the  Partnership Agreements against loans to or from the General Partner and
its  affiliates.  Nonetheless,  the  extension  of  the  maturity  date might be
construed  to  be the making of a loan to an affiliate of the General Partner in
violation  of  the  Partnership Agreements of the owner partnerships and to be a
violation  of  the  court's order with respect to New Investments that all other
provisions  of the Partnership Agreements shall remain in full force and effect.

All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow  account  prior  to  remittance to the Partnership.  At
December  31,  2001,  the Partnership was owed $50,494 by EFG for such funds and
the  interest  thereon.  These funds were remitted to the Partnership in January
2002.

Certain  affiliates  of  the  General  Partner  own  Units in the Partnership as
follows:
<TABLE>
<CAPTION>

<S>                                       <C>          <C>
                                          Number of    Percent of Total
Affiliate                                 Units Owned  Outstanding Units

Atlantic Acquisition Limited Partnership       35,049               4.23%
----------------------------------------  -----------  ------------------

Old North Capital Limited Partnership           1,511               0.18%
----------------------------------------  -----------  ------------------
</TABLE>


Atlantic  Acquisition Limited Partnership ("AALP") and Old North Capital Limited
Partnership  ("ONC") are both Massachusetts limited partnerships formed in 1995.
The  general partners of AALP and ONC are controlled by Gary D. Engle.  EFG owns
limited  partnership  interests,  representing substantially all of the economic
benefit,  of  AALP  and  the  limited  partnership interests in ONC are owned by
Semele.  Gary  D.  Engle  is  Chairman  and  Chief  Executive Officer of Semele,
President  and  Chief  Executive  Officer of the general partner of EFG and sole
shareholder  and  Director  of  EFG's general partner. James A. Coyne, Executive
Vice  President  of EFG, is Semele's President and Chief Operating Officer.  Mr.
Engle  and  Mr.  Coyne  are  both  members of the Board of Directors of, and own
significant  stock  in,  Semele.

The  discussions  of  the loan to Echelon Residential Holdings in Items 1(b) and
1(c)  above  are  incorporated  herein  by  reference.

     (b)  Certain  Business  Relationships

None.

     (c)  Indebtedness  of  Management  to  the  Partnership

None.

     (d)  Transactions  with  Promoters

Not  applicable.

<PAGE>
PART  IV

Item  14.  Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-K.
--------------------------------------------------------------------------------

     (a)  Documents  filed  as  part  of  this  report:

     (1)     All  Financial  Statements:

          The financial statements are filed as part of this report under Item 8
"Financial  Statements  and  Supplementary  Data".

     (2)     Financial  Statement  Schedules:

          Schedule  II  -  Valuation  and  Qualifying  Accounts:
<TABLE>
<CAPTION>

<S>                                <C>
Allowance for rents receivable
---------------------------------
   Balance at December 31, 2000    $      -
   Additions to allowance            58,257
                                   --------
   Balance at December 31, 2001    $ 58,257
                                   ========

Allowance for interest receivable
---------------------------------
   Balance at December 31, 2000    $      -
   Additions to allowance           495,015
                                   --------
   Balance at December 31, 2001    $495,015
                                   ========

Allowance for loan receivable
---------------------------------
   Balance at December 31, 2000    $      -
   Additions to allowance           266,875
                                   --------
   Balance at December 31, 2001    $266,875
                                   ========
</TABLE>



All  other  schedules  for  which provision is made in the applicable accounting
regulation  of the Securities and Exchange Commission are not required under the
related  instructions  or  are  inapplicable  and  therefore  have been omitted.

     (3)     Exhibits:

          Except  as set forth below, all Exhibits to Form 10-K, as set forth in
Item  601  of  Regulation  S-K,  are  not  applicable.


A  list  of  exhibits  filed  or  incorporated  by  reference  is  as  follows:

          Exhibit
          Number
          ------

     2.1     Plaintiffs'  and  Defendants'  Joint  Motion  to  Modify  Order
Preliminarily  Approving  Settlement,  Conditionally Certifying Settlement Class
and  Providing  for Notice of, and Hearing on, the Proposed Settlement was filed
in the Registrant's Annual Report on Form 10-K/A for the year ended December 31,
1998  as  Exhibit  2.1  and  is  incorporated  herein  by  reference.

          2.2     Plaintiffs'  and  Defendants'  Joint  Memorandum in Support of
Joint  Motion  to Modify Order Preliminarily Approving Settlement, Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed  Settlement  was filed in the Registrant's Annual Report on Form 10-K/A
for  the  year ended December 31, 1998 as Exhibit 2.2 and is incorporated herein
by  reference.

          2.3     Order  Preliminarily  Approving  Settlement,  Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed  Settlement  (August  20,  1998)  was  filed in the Registrant's Annual
Report on Form 10-K/A for the year ended December 31, 1998 as Exhibit 2.3 and is
incorporated  herein  by  reference.

          2.4     Modified  Order  Preliminarily  Approving  Settlement,
Conditionally  Certifying  Settlement  Class  and  Providing  for Notice of, and
Hearing  on,  the  Proposed  Settlement  (March  22,  1999)  was  filed  in  the
Registrant's  Annual  Report on Form 10-K/A for the year ended December 31, 1998
as  Exhibit  2.4  and  is  incorporated  herein  by  reference.

     2.5     Plaintiffs'  and  Defendants'  Joint Memorandum in Support of Joint
Motion to Further Modify Order Preliminarily Approving Settlement, Conditionally
Certifying  Settlement  Class  and  Providing for Notice of, and Hearing on, the
Proposed Settlement was filed in the Registrant's Annual Report on Form 10-K for
the  year  ended  December 31, 1999 as Exhibit 2.5 and is incorporated herein by
reference.

     2.6     Second  Modified  Order  Preliminarily  Approving  Settlement,
Conditionally  Certifying  Settlement  Class  and  Providing  for Notice of, and
Hearing  on,  the  Proposed  Settlement  (March  5,  2000)  was  filed  in  the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1999 as
Exhibit  2.6  and  is  incorporated  herein  by  reference.

     2.7     Proposed  Order  Granting  Joint  Motion to Continue Final Approval
Settlement  Hearing (March 13, 2001) was filed in the Registrant's Annual Report
on  Form  10-K  for  the  year  ended  December  31,  2000 as Exhibit 2.7 and is
incorporated  herein  by  reference.

     2.8     Order Setting Trial Date and Discovery Deadlines, Referring Case to
Mediation  and  Referring  Discovery  to United States Magistrate Judge (June 4,
2001)  was filed in the Registrant's Annual Report on Form 10-K/A, Amendment No.
2,  for  the  year  ended  December  31, 2000 as Exhibit 2.8 and is incorporated
herein  by  reference.

2.9     Plaintiffs'  and  Defendants'  Joint  Motion for Preliminary Approval of
Revised  Stipulation  of  Settlement  and  request  for  hearing is filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 as
Exhibit  2.9  and  is  included  herein.

2.10     Plaintiffs' and Defendants' Joint Memorandum in Support of Joint Motion
for  Preliminary  Approval  of Revised Stipulation of Settlement is filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 as
Exhibit  2.10  and  is  included  herein.

2.11     Order  Preliminarily  Approving  Settlement,  Conditionally  Certifying
Settlement  Class  and  Providing  for  Notice  of, and Hearing on, the Proposed
Settlement  (March  1,  2002) is filed in the Registrant's Annual Report on Form
10-K  for  the  year  ended  December  31,  2001 as Exhibit 2.11 and is included
herein.

     4          Amended  and  Restated  Agreement  and  Certificate  of  Limited
Partnership  included  as  Exhibit  A  to  the  Prospectus,  was  included  in
Registration  Statement on Form S-1 (No. 33-35148) and is incorporated herein by
reference.

          10.1     Promissory  Note  in the principal amount of $3,050,000 dated
March  8,  2000  between  the  Registrant,  as  lender,  and Echelon Residential
Holdings  LLC,  as borrower, was filed in the Registrant's Annual Report on Form
10-K  for  the  year ended December 31, 1999 as Exhibit 10.1 and is incorporated
herein  by  reference.

          10.2     Pledge  Agreement  dated  March  8,  2000  between  Echelon
Residential  Holdings  LLC  (Pledgor)  and  American Income Partners V-A Limited
Partnership,  as  Agent  for  itself  and  the  Registrant,  was  filed  in  the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1999 as
Exhibit  10.2  and  is  incorporated  herein  by  reference.

          10.3     Promissory  Note  from  Semele  Group Inc. (formerly known as
Banyan  Strategic  Land  Fund  II),  dated  May  31,  1997  was  filed as in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2000 as
Exhibit  10.3  and  is  incorporated  herein  by  reference.

          10.4     The  First  Allonge to Promissory Note from Semele Group Inc.
(formerly  known  as  Banyan  Strategic  Land Fund II), dated March 21, 2000 was
filed  as  in  the  Registrant's  Annual  Report on Form 10-K for the year ended
December  31,2000  as  Exhibit  10.4  and  is  incorporated herein by reference.

          10.5     The  Second Allonge to Promissory Note from Semele Group Inc.
(formerly  known  as  Banyan  Strategic  Land Fund II), dated March 12, 2001 was
filed  as  in  the  Registrant's  Annual  Report on Form 10-K for the year ended
December  31,  2000  as  Exhibit  10.5  and is incorporated herein by reference.

     99(a)     Lease  agreement with General Motors Corporation was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1996 as
Exhibit  99  (d)  and  is  incorporated  herein  by  reference.

     99(b)     Lease  agreement with General Motors Corporation was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1996 as
Exhibit  99  (e)  and  is  incorporated  herein  by  reference.

     99(c)     Lease  agreement  with  Southwest Airlines, Inc. was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1996 as
Exhibit  99  (f)  and  is  incorporated  herein  by  reference.

     99(d)     Lease  agreement  with  Southwest Airlines, Inc. was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1996 as
Exhibit  99  (g)  and  is  incorporated  herein  by  reference.

     99(e)     Lease  agreement  with  Southwest Airlines, Inc. was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1996 as
Exhibit  99  (h)  and  is  incorporated  herein  by  reference.

     99(f)          Lease  agreement  with  Finnair  OY,  was  filed  in  the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 1997 as
Exhibit  99  (i)  and  is  incorporated  herein  by  reference.

     99(g)     Lease  agreement  with  Finnair OY, was filed in the Registrant's
Annual  Report  on  Form 10-K for the year ended December 31, 1997 as Exhibit 99
(j)  and  is  incorporated  herein  by  reference.

     99(h)     Lease agreement with Reno Air, Inc. was filed in the Registrant's
Annual  Report  on  Form 10-K for the year ended December 31, 1997 as Exhibit 99
(k)  and  is  incorporated  herein  by  reference.

     99(i)          Lease  agreement  with Trans Ocean Container Corporation was
filed in the Registrant's Annual Report on Form 10-K for the year ended December
31,1998  as  Exhibit  99  (j)  and  is  incorporated  herein  by  reference.

     99(j)          Lease agreement with Air Slovakia BWJ, Ltd. was filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2000 as
Exhibit  99  (j)  and  is  incorporated  herein  by  reference.

     99(k)     Lease  agreement  with Aerovias de Mexico, S.A. de C.V. was filed
in  the  Registrant's Annual Report on Form 10-K for the year ended December 31,
2000  as  Exhibit  99  (k)  and  is  incorporated  herein  by  reference.

     99(l)          Aircraft Conditional Sale agreement with Royal Aviation Inc.
was  filed  in  the  Registrant's  Annual Report on Form 10-K for the year ended
December  31,  2000  as  Exhibit 99 (l) and is incorporated herein by reference.

     99  (m)     Lease agreement with Aerovias De Mexico, S.A. de C.V. was filed
in  the Registrant's Quarterly Report on Form 10-Q for the period ended June 30,
2001  as  Exhibit  1  and  is  incorporated  herein  by  reference.

     99  (n)     Lease  agreement  with  Air  Slovakia BWJ, Ltd. is filed in the
Registrant's  Annual Report on Form 10-K for the year ended December 31, 2001 as
Exhibit  99  (n)  and  is  included  herein.

(b)       Reports  on  Form  8-K

None.

(c)           Other  Exhibits

None.

(d)          Financial  Statement  Schedules:

     Consolidated  Financial  Statements for Echelon Residential Holdings LLC as
of  December  31, 2001 and 2000 and for the year ended December 31, 2001 and for
the  period  March  8,  2000  (Date  of Inception) through December 31, 2000 and
Independent  Auditors'  Report.





<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below, by the following persons, on behalf of the registrant and
in  the  capacities  and  on  the  dates  indicated.


          AMERICAN INCOME FUND I-D, a Massachusetts Limited Partnership


     By:  AFG  Leasing  VI  Incorporated,
     a  Massachusetts  corporation  and  the
     General  Partner  of  the  Registrant.





<TABLE>
<CAPTION>

<S>                                                    <C>
By: /s/   Geoffrey A. MacDonald                        By: /s/   Gary D. Engle
-----------------------------------------------------  --------------------------------------
Geoffrey A. MacDonald                                  Gary D. Engle
Chairman of the general partner of EFG                 President and Chief Executive Officer
and a Director of the General Partner                  of the general partner of EFG,
..                                                      and President and a Director of
..                                                      the General Partner
..                                                      (Principal Executive Officer)




Date: March 29, 2002                                   Date: March 29, 2002
-----------------------------------------------------  --------------------------------------




By: /s/   Michael J. Butterfield
-----------------------------------------------------
Michael J. Butterfield
Executive Vice President and Chief Operating Officer
of the general partner of EFG and Treasurer
of the General Partner
(Principal Financial and Accounting Officer)



Date: March 29, 2002
-----------------------------------------------------
</TABLE>

















<PAGE>